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<br />TERMINATION <br /> <br />This Agreement may be terminated with or without cause by the Issuer or FSC upon the giving of <br />at least thirty (30) days' prior written notice to the other party of its intention to terminate, specifying in <br />such notice the effective date of such termination. In the event of such termination, it is understood and <br />agreed that only the amounts due FSC for services provided and expenses incurred to the date of <br />termination will be due and payable. No penalty will be assessed for termination of this Agreement. <br /> <br />SECTION V <br />COMPENSATION AND EXPENSE REIMBURSEMENT <br /> <br />The fees due to FSC for the services set forth and described in Section I of this Agreement with <br />respect to each issuance of Debt Instruments during the term of this Agreement shall be calculated in <br />accordance with the schedule set forth on Appendix A attached hereto. Unless specifically provided <br />otherwise on Appendix A or in a separate written agreement between Issuer and FSC, such fees, together <br />with any other fees as may have been mutually agreed upon and all expenses for which FSC is entitled to <br />reimbursement, shall become due and payable concurrently with the delivery of the Debt Instruments to <br />the purchaser. <br /> <br />SECTION VI <br />MISCELLANEOUS <br /> <br />1. Choice of Law. This Agreement shall be construed and given effect in accordance with the laws of <br />the State of Florida. <br /> <br />2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the <br />Issuer and FSC, their respective successors and assigns; provided however, neither party hereto may <br />assign or transfer any of its rights or obligations hereunder without the prior written consent of the other <br />party. <br /> <br />3. Entire Agreement. This instrument contains the entire agreement between the parties relating to <br />the rights herein granted and obligations herein assumed. Any oral or written representations or <br />modifications concerning this Agreement shall be of no force or effect except for a subsequent <br />modification in writing signed by all parties hereto. <br /> <br />FIRST SOUTHWEST COMPANY <br /> <br />,.... <br /> <br />By: <br />Hill A. Feinberg, Chairman and <br /> <br />