1998 AGN FEB 03 I02 - Laserfiche WebLink

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DRAFT: ilio'197 the quarterly report of Enron Corp. containing unaudited: ,consolidated .financial statements for such fiscal quarter. if requested by. EPNJ1. Counterparty. shall deliver within 120 days following the end of each fiscal year, a copy of its audited consolidated financial statements for such fiscal year certified by independent certified public accountants. In all cases the statements shall be for the most recent accounting period and prepared in accordance with GAAP or such other principles then in effect; provided, should any such statements not be available timely due to a delay in preparation or certification, such delay shall not be considered a default so long as such Party diligently pursues the preparation, certification and delivery of the statements. 8.3. Notices. All notices, requests, statements or payments shall be made as specified in Exhibit "A". Notices required to be in writing shall be delivered by letter, facsimile or other documentary form. Notice by facsimile or hand delivery shall be deemed to have been received by the close of the Business Day on which it was transmitted or hand delivered (unless transmitted or hand delivered after close in which case it shall be deemed received at the close of the next Business Day). Notice by overnight mail or courier shall be deemed to have been received two Business Days after it was sent. A Party may change its addresses by providing notice of same in accordance herewith. 8.4. Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW EXCEPT WITH RESPECT TO THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED IN WHICH INSTANCE THE LAWS OF THE STATE OF CALIFORNIA SHALL APPLY. 8.5. Winding Up Arrangements. All indemnity and audit rights shall survive the termination of this Agreement. All obligations provided in this Agreement shall remain in effect for the purpose of complying herewith. 8.6. General. This Master Agreement, the Exhibits and Appendices hereto, if any, and each Transaction, constitute the entire agreement between the Parties relating to the subject matter contemplated by this Agreement. No amendment or modification to this Master Agreement shall be enforceable unless reduced to writing and executed by both Parties. The conduct of the Parties in accordance with the Transaction Procedures shall evidence a course of dealing and a course of performance accepted by the Parries in furtherance of this Agreement and all Transactions entered into by the Parties. This Master Agreement shall not impart any rights enforceable by any third -party other than a permitted successor or assignee bound to this Agreement. No waiver by a'Party of any default by the other Party shall be construed as a waiver of any other default. Nothing in this Master Agreement shall be construed to create a partnership or joint venture between the Parties. Any provision declared or rendered unlawful by any applicable court of law or regulatory agency or deemed unlawful because of a statutory change will not otherwise affect the remaining lawful obligations that arise under this Agreement. The term "including" when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are .for convenience and reference purposes only. 8.7. Interest in Special Fund. As security for payment and performance of Counterparty's obligations hereunder, Counterparty hereby pledges, sets over, assigns and grants a security interest to EPMI in all of Counterparty's right, title and interest in and to all amounts deposited in the Special Fund, including all investments made with such funds and the proceeds thereof. Counterparty hereby authorizes DLYONS\AGRNMCOLTON2 10