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<br />implied, shall give to any Person, other than the Parties hereto and <br />their successors hereunder, any benefit or any legal or equitable <br />right, remedy or claim hereunder. <br />6.08. Entire Agreement. This Agreement and the Resolution <br />constitute the entire agreement between the parties hereto relative to <br />the Bank acting as Paying Agent/Registrar and if any conflict exists <br />between this Agreement and Resolution, the Resolution shall govern. <br />6.09. Counterparts. This Agreement may be executed in any <br />number of counterparts, each which shall be deemed an original and all <br />of which shall constitute one and the same Agreement. <br />6.10. Termination. This Agreement will terminate on the date of <br />final payment by the Bank issuing its checks for the final payment of <br />principal and interest on the Obligations. <br />This Agreement may be earlier terminated upon 60 days written <br />notice by either party. <br />The provisions of Section 1.02 and of Article Five shall survive, <br />and remain in full force and effect, following the termination of this <br />Agreement. <br />6.11. Governing Law. This Agreement shall be construed in <br />accordance with and governed by the laws of the State of Texas. <br />IN WITNESS WHEREOF, the parties hereto have executed this <br />Agreement as of the day and year first above written. <br /> CITY OF SAN MARCOS, TEXAS <br /> BY~Þ ¿JÆM!1IA~ <br /> Mayor f~c, <br />ATTEST: <br /> ¡ <br /> I <br />~>:#/secr et ar y <br />(SEAL) <br /> -10- <br />