Laserfiche WebLink
<br />each Credit Enhancer have relied and shall continue to rely upon each of the foregoing <br />representations, warranties and covenants, and further agrees that such Persons are entitled so to <br />rely thereon. Each of the above representations, warranties and covenants shall survive any <br />assignment and grant of a security interest in all or a portion of this Agreement or the VLF <br />Receivable to the Trustee and each Credit Enhancer and shall continue in full force and effect, <br />notwithstanding any subsequent termination of this Agreement and the other transaction <br />documents. The above representations, warranties and covenants shall inure to the benefit of the <br />Trustee and each Credit Enhancer. <br /> <br />II. Notices. All demands upon or, notices and communications to, the Seller, the <br />Purchaser, the Trustee or the Rating Agencies under this Agreement shall be in writing, <br />personally delivered or mailed by certified mail, return receipt requested, to such party at the <br />appropriate notice address, and shall be deemed to have been duly given upon receipt. <br /> <br />12. Amendments. This Agreement may be amended by the Seller and the <br />Purchaser, with (a) the consent of the Trustee, (b) the consent of each Credit Enhancer, and (c) a <br />Rating Agency Confirmation, but without the consent of any of the Noteholders, for the purpose <br />of adding any provisions to or changing in any manner or eliminating any of the provisions of <br />this Agreement. <br /> <br />Promptly after the execution of any such amendment, the Purchaser shall furnish <br />written notification of the substance of such amendment to the Trustee and to the Rating <br />Agencies. <br /> <br />13. Successors and Assigns. This Agreement shall be binding upon and inure to <br />the benefit of the Seller, the Purchaser and their respective successors and permitted assigns. <br />The Seller may not assign or transfer any of its rights or obligations under this Agreement <br />without the prior written consent of the Purchaser. Except as specified herein, the Purchaser may <br />not assign or transfer any of its rights or obligations under this Agreement without the prior <br />written consent ofthe Seller. <br /> <br />14. Third Partv Rights. The Trustee and each Credit Enhancer are express and <br />intended third party beneficiaries under this Agreement. Nothing expressed in or to be implied <br />from this Agreement is intended to give, or shall be construed to give, any Person, other than the <br />parties hereto, the Trustee and each Credit Enhancer, and their permitted successors and assigns <br />hereunder, any benefit or legal or equitable right, remedy or claim under or by virtue of this <br />Agreement or under or by virtue of any provision herein. <br /> <br />15. Partial Invaliditv. If at any time any provision of this Agreement is or <br />becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither <br />the legality, validity or enforceability of the remaining provisions of this Agreement nor the <br />legality, validity or enforceability of such provision under the law of any other jurisdiction shall <br />in any way be affected or impaired thereby. <br /> <br />16. Counterparts. This Agreement may be executed in any number of identical <br />counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a <br />complete, executed original for all purposes. <br /> <br />Taxable <br />DOCSSFI,795397.1 <br /> <br />8 <br />