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<br />in writing at least thirty (30) days in advance of the applicable anniversary date that this Agreement will not be <br />renewed, this Agreement will be automatically renewed on the fifth anniversary of the date hereof for an <br />additional one (1) year period and thereafter will be automatically renewed on each anniversary date for <br />successive one (1) year periods. <br /> <br />SECTION IV <br />TERMINATION <br /> <br />This Agreement may be terminated with or without cause by the Issuer or FSC upon the giving of at <br />least thirty (30) days' prior written notice to the other party of its intention to terminate, specifying in such <br />notice the effective date of such termination. In the event of such termination, it is understood and agreed that <br />only the amounts due FSC for services provided and expenses incurred to the date oftermination will be due <br />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 ofthis Agreement with respect <br />to each issuance of Debt Instruments during the term ofthis Agreement shall be calculated in accordance with <br />the schedule set forth on Appendix A attached hereto. Unless specifically provided otherwise on Appendix A <br />or in a separate written agreement between Issuer and FSC, such fees, together with any other fees as may have <br />been mutually agreed upon and all expenses for which FSC is entitled to reimbursement, shall become due and <br />payable concurrently with the delivery of the Debt Instruments to 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 the <br />State of Texas. <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 assign or <br />transfer any of its rights or obligations hereunder without the prior written consent of the other party. <br /> <br />3. Entire Agreement. This instrument contains the entire agreement between the parties relating to the <br />rights herein granted and obligations herein assumed. Any oral or written representations or modifications <br /> <br />7 <br />