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<br />203193300.19 -49-
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<br />25.6 No failure on the part of MTC or Operator to exercise, and no delay in exercising, any
<br />right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
<br />preclude any other right, except as provided herein, subject to the conditions and limitations established in
<br />this Agreement. The rights and remedies provided herein are cumulative and not exclusive of any
<br />remedies provided by law, and nothing contained in this Agreement shall impair any of the rights of any
<br />party under applicable law, subject in each case to the terms and conditions of this Agreement. A waiver
<br />of any right or remedy by a party at any one time shall not affect the exercise of such right or remedy or
<br />any other right or other remedy by such party at any other time. In order for any waiver of any party to be
<br />effective, it must be in a writing signed by such party. The failure of MTC to take any action regarding a
<br />default by Operator shall not be deemed or construed to constitute a waiver of, or otherwise affect, the
<br />right of MTC to take any action permitted by this Agreement at any other time regarding such default.
<br />25.7 The clauses and provisions of this Agreement are intended to be severable. If any clause
<br />or provision is declared invalid, in whole or in part, by any court, agency, commission, legislative body,
<br />or other authority of competent jurisdiction, such provision shall be deemed a separate, distinct, and
<br />independent portion, and such declaration shall not affect the validity of the remaining portions hereof,
<br />which other portions shall continue in full force and effect, but only so long as the essential terms
<br />underlying this Agreement are not undermined. If, however, the essential terms underlying this
<br />Agreement are undermined as a result of any clause or provision being declared invalid, in whole or in
<br />part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, and
<br />such declaration is not stayed within 30 days by a court pending resolution of a legal challenge thereto or
<br />an appeal thereof, the adversely affected party shall notify the other parties in writing of such declaration
<br />of invalidity and the effect of such declaration of invalidity and the parties shall enter into good faith
<br />negotiations to modify this Agreement to compensate for such declaration of invalidity. If the parties
<br />cannot come to an agreement modifying this Agreement within 120 days (which 120 day period shall be
<br />tolled during any stay contemplated above) of such notice, then this Agreement shall terminate with such
<br />consequences as would ensue if it terminated pursuant to Section 18, except Operator shall not be liable
<br />for any damages.
<br />25.8 If any applicable federal, state, or local law or any regulation or order is passed or issued,
<br />or any existing applicable federal, state, or local law or regulation or order is changed (or any judicial
<br />interpretation thereof is developed or changed) in any way which undermines the essential terms
<br />underlying this Agreement, the adversely affected party shall notify the other parties in writing of such
<br />change and the effect of such change and the parties shall enter into good faith negotiations to modify this
<br />Agreement to compensate for such change, subject to any necessary approvals of MTC and the
<br />Participating Cities.
<br />25.9 The headings contained in this Agreement are to facilitate reference only, do not form a
<br />part of this Agreement, and shall not in any way affect the construction or interpretation hereof. Terms
<br />such as “hereby,” “herein,” “hereof,” “hereinafter,” “hereunder” and “hereto” refer to this Agreement as a
<br />whole and not to the particular sentence or paragraph where they appear, unless the context otherwise
<br />requires. The term “may” is permissive; and, the terms “shall,” “must,” and “will” are mandatory, not
<br />merely directive. The term “day” means a calendar day, unless otherwise stated herein to be a “business
<br />day.” The term year means any period of 365 days, unless otherwise stated herein to be a “calendar year.”
<br />All references to any gender shall be deemed to include both the male and the female, and any reference
<br />by number shall be deemed to include both the singular and the plural, as the context may require. Terms
<br />used in the plural include the singular, and vice versa, unless the context otherwise requires. References
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