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(a) This Agreement shall not be deemed or construed to be modified, amended, <br /> rescinded, canceled or waived, in whole or in part, except by a written instrument signed by a <br /> duly authorized representative of the parties hereto. <br /> (b) Failure of either party hereto to exercise any right or remedy hereunder in the <br /> event of a breach hereof by the other party shall not constitute a waiver of any such right or <br /> remedy with respect to any subsequent breach. <br /> 7.6. Successor and Assigns. This Agreement shall be binding upon, inure to <br /> the benefit of, and be enforceable by, the respective successors and assigns of each of the Trustee <br /> and the Auction Agent. This Agreement may not be assigned by either party hereto absent the <br /> prior written consent of the other party, which consent shall not be unreasonably withheld. <br /> 7.7. Severability. If any clause, provision or section hereof shall be ruled <br /> invalid or unenforceable by any court of competent jurisdiction, the invalidity or unenforceability <br /> of such clause, provision or section shall not affect any of the remaining clauses, provisions or <br /> sections hereof. <br /> 7.8. Execution in Counterparts. This Agreement may be executed in several <br /> counterparts, each of which shall be an original and all of which shall constitute but one and the <br /> same instrument. <br /> 7.9. Governing Law. This Agreement shall be governed by and construed in <br /> accordance with the laws of the State of New York applicable to agreements made and to be <br /> performed in said state. <br /> 7.10. Trustee. All privileges, rights and immunities given to the Trustee in the <br /> Indenture are hereby extended to and applicable to the Trustee's obligations hereunder. <br /> 7. 11. Effective Date. This Agreement shall become effective on the date of <br /> initial delivery of the ARS and the IRS. <br /> LA1-69756.2 19 <br />