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Balance, this Reimbursement Agreement shall terminate; provided, however that if on the <br />Maturity Date, after application of the net proceeds of any Public Improvement PID Bonds, any <br />portion of the Unpaid Balance remains unpaid, such Unpaid Balance shall be canceled and for all <br />purposes of this Reimbursement Agreement shall be deemed to have been conclusively and <br />irrevocably PAID IN FULL; provided further that if any PID Assessment Revenue remain due <br />and payable and are uncollected on the Maturity Date, such PID Assessment Revenue, when, as, <br />and if collected after the Maturity Date, shall be applied to any amounts due in connection with <br />outstanding Public Improvement PID Bonds, and then paid to the Owner and applied to the <br />Unpaid Balance. <br />9. Non -Recourse Obligation. The obligations of the City under this Reimbursement <br />Agreement are non-recourse and payable only from (i) PID Special Assessments, or (ii) net <br />proceeds of Public Improvement PID Bonds; and such obligations do not create a debt or other <br />obligation payable from any other City revenues, taxes, income, or property. None of the City or. <br />any of its elected or appointed officials or any of its employees shall incur any liability hereunder <br />to the Owner or any other party in their individual capacities by reason of this Reimbursement <br />Agreement or their acts or omission under this Reimbursement Agreement. <br />10. No Defense. Following the City's inspection and approval of the Public <br />Improvements, there will be no conditions or defenses to the obligation of the City to use the <br />proceeds of the Public Improvement PID Bonds to pay the Unpaid Balance and to pledge the <br />PTD Special Assessment Revenues as security for such bonds, other than the City's right to pay <br />costs of issuance of such bonds and/or other costs incurred by the City relating to the Public <br />Improvements. As applicable, the City hereby agrees to transfer such portion of the PID Special <br />Assessment Revenues to the Trustee under the applicable Indenture. <br />11. No Waiver. Nothing in this Reimbursement Agreement is intended to constitute a <br />waiver by the City of any remedy the City may otherwise have outside this Reimbursement <br />Agreement against any person or entity involved in the design, construction, or installation of the <br />Public Improvements. <br />12. Governing Law Venue. This Reimbursement Agreement is being executed and <br />delivered, and is intended to be performed in the State of Texas. Except to the extent that the <br />laws of the United States may apply to the terms hereof, the substantive laws of the State of <br />Texas shall govern the validity, construction, enforcement, and interpretation of this <br />Reimbursement Agreement. In the event of a dispute involving this Reimbursement Agreement, <br />venue for such dispute shall lie in any court of competent jurisdiction in San Marcos, Texas. <br />13. Notice. Any notice required or contemplated by this Reimbursement Agreement <br />shall be deemed given at the addresses shown below: (i) when delivered by a national company <br />such as Fed Ex or UPS with evidence of delivery signed by any person at the delivery address <br />regardless of whether such person was the named addressee; or (ii) 24 hours after the notice was <br />deposited with the United States Postal Service, Certified Mail, Return Receipt Requested. Any <br />Party may change its address by delivering written notice of such change in accordance with this <br />section. <br />113 <br />