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12.3. Non-Business Days. If the date for making any payment or the last day for • <br />performance of any act or the exercising of any right will not be a Business Day, such <br />payment may be made or act performed or right exercised on or before the next <br />succeeding Business Day. <br />12.4. Governing Law; Forum. The parties intend that North Carolina law will <br />govern this Contract. To the extent permitted by law, the parties agree that any action <br />brought with respect to this Contract must be brought in the North Carolina General <br />Court of Justice in Orange County, North Carolina. <br />12.5. Severability. If any provision of this Contract is determined to be <br />unenforceable, that will not affect any other provision of this Contract. <br />12.6. Amendments. This Contract will not be changed except in accordance with <br />Article X of the Trust Agreement. <br />12.7. Binding Effect. Subject to the specific provisions of this Contract, this <br />Contract will be binding upon and inure to the benefit of and be enforceable by the <br />parties and their respective successors and assigns. <br />12.8. Third-Party Beneficiaries. The parties intend that the Trustee be a third- • <br />parry beneficiary of the obligations of the parties under this Contract. <br />12.9. Time. Time is of the essence of this Contract and each and all of its <br />provisions. <br />12.10. Limitation on Liability of Officers and Agents. No officer, agent or <br />employee of the County, of the LGC or the Company will be subject to any personal <br />liability or accountability by reason of the execution of this Contract or any other <br />documents related to the transactions contemplated by this Contract. Such officers, agents <br />or employees will be deemed to execute such documents in their official capacities only, <br />and not in their individual capacities. This Section will not relieve any such officer, agent <br />or employee from the performance of any official duty provided by law. <br />12.11. Counterparts. This Contract may be executed in several counterparts, <br />including separate counterparts. Each will be an original, but all of them together <br />constitute the same instrument. <br />12.12. Definitions. Unless the. context clearly requires otherwise, capitalized terms <br />used in this Contract and not otherwise defined have the meanings set forth in Exhibit A. <br />In addition, all capitalized terms used herein and not otherwise defined have the • <br />meanings assigned thereto in the Trust Agreement. <br />20 <br />