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<br />subject matter hereof. Specifically, there is no understanding that the Originator <br />will reacquire any or all Participations. The captions and headings in this <br />Agreement are for convenience only and in no way define, limit or describe the <br />scope or intent of any provisions or sections of this Agreement. This Agreement is <br />5 solely for the benefit of the Originator and the Participant and no other person shall <br />be entitled to rely upon or enforce the provisions hereof or to raise as a defense the <br />failure of the Originator or the Participant to comply with any of the provisions <br />hereof. This Agreetp.ent may be executed in any number of counterparts, and by the <br />parties hereto on separate counterparts, each of which, when so executed, shall be an <br />1 0 original, but all such counterparts shall together constitute one and the same <br />instrument. <br /> <br />XIV. <br />REPRESENTATIONS AND WARRANTIES <br /> <br />15 <br /> <br />The Originator and the Participant each individually represents and <br />warrants that (i) it is validly existing and in good standing and has all requisite <br />power to enter into this Agreement and to carry out the provisions hereof and h~s <br />duly authorized the execution and delivery of this Agreement; (ii) the execution and <br />20 delivery of this Agreement and the performance of the obligations hereunder do <br />not violate any provision of law, any order, rule or regulation of any court or <br />governmental agency or its charter, articles of association or bylaws or constitute a <br />default under any agreement or other instrument to which it is a party or by which <br />it is bound; and (iii) it has duly executed and delivered this Agreement and it <br />25 constitutes a legal, valid and binding obligation enforceable against it in accordance <br />with its terms. <br /> <br />XV. <br />EFFECTIVE DATE; TERMINATION <br /> <br />30 <br /> <br />This Agreement shall be effective on the day and year first above <br />written and shall terminate at such date as may be agreed between the parties hereto <br />or at the close of business of the Originator on the Originator's business day <br />following the day on which the later of the following shall occur: the obligations of <br />35 the Borrower to make payments pursuant to Equipment Note I, as it may be <br />amended from time to time, shall have terminated in accordance with its terms or <br />all obligations of the parties to this Agreement shall have been satisfied. <br /> <br />XVI. <br />40 SERVICE OF PROCESS <br /> <br />The Participant hereby irrevocably appoints the branch or agency office <br />whose address is set out on the signature page hereof as its agent to receive on its <br /> <br />-10- <br />