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70 <br />7.2.2 The Agreement or the Recordkeeping Services Schedule between Plan Sponsor <br />and Empower terminates or expires; or <br />7.2.3 The agreement between Adviser and Subadviser terminates or expires and <br />Adviser is unable to contract with a suitable replacement to serve as a Subadviser. <br />7.3 Effect of Termination. As of the effective date of the termination of this Schedule, Adviser <br />will terminate Participant access to the Services and cease providing any Services to Participants. Plan <br />Sponsor will notify Participants, including Online Advice Participants and Managed Account Participants, of <br />the termination as soon as practicable. Adviser may assist Plan Sponsor in notifying Participants, Online <br />Advice Participants and Managed Account Participants regarding the term ination of Services; provided, <br />however, to the extent Plan Sponsor requests such assistance, Adviser reserves the right to charge Plan <br />Sponsor all reasonable fees, costs or expenses incurred by Adviser in connection with the provision of such <br />assistance. Termination of the Schedule does not relieve Plan Sponsor or Managed Account Participants <br />of their respective obligations, if any, to compensate Adviser for Services rendered through the effective <br />date of such termination. If applicable, Adviser shall reimburse Plan Sponsor or Participants for any prepaid <br />amounts that relate to the provision of Services after the effective date of termination. <br />8. AGENTS <br />Plan Sponsor acknowledges that Adviser has delegated certain of its obligations to Subadviser and that <br />Adviser reserves the right, in its sole discretion, to replace Subadviser upon reasonable prior notice to Plan <br />Sponsor. In the event, the Subadviser terminates its agreement with the Adviser and provides advance <br />notice to the Adviser, Adviser will notify the Plan Sponsor of such change as soon as reasonably practicable. <br />If the Subadviser replacement is deemed unsatisfactory by the Plan Sponsor, the Plan Sponsor may <br />terminate this Schedule at any time in accordance with Section 7. Adviser represents that Subadviser is <br />not affiliated with Adviser or Empower and that Adviser has entered into an agreement with Subadviser that <br />includes representations that the Subadviser: (i) is registered with the Securities and Exchange <br />Commission as an investment adviser under the Advisers Act, and (ii) will maintain the required federal or <br />state investment advisory registrations that permit it to perform its obligations under its agreement with <br />Adviser, and (iii) will act, at all times in providing the methodology and software for Adviser’s Services, in <br />conformity with the requirements imposed upon Subadviser as an Subadviser under Department of Labor <br />Advisory Opinion 2001-09A (and any modifications or amendments thereto), to the extent applicable to the <br />Services. <br />9. NOTICES <br />All formal notices required by this Schedule will be in writing and shall be sent to Adviser as set forth below <br />and to the most current Plan Sponsor and trustee address on file with Adviser. All notices sent shall be <br />effective upon receipt. <br />To Adviser: