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If to City: City of San Marcos <br />Attn: City Manager <br />630 East Hopkins <br />San Marcos, TX 78666 <br />Facsimile: 512-396-2683 <br />If to Owner: Whisper Master Community Limited Partnership <br />9811 South IH 35 <br />Building 3, Suite 100 <br />Austin, Texas 78744 <br />With a copy to: McLean & Howard, L.L.P. <br />Attn: Jeffrey S. Howard <br />Barton Oaks Plaza, Building II <br />901 South MoPac Expressway, Suite 225 <br />Austin, Texas 78746 <br />Facsimile: 512-328-2409 <br />14. Invalid Provisions. If any provision of this Reimbursement Agreement is held <br />invalid by any court, such holding shall not affect the validity of the remaining provisions, and <br />the remainder of this Reimbursement Agreement shall remain in full force and effect. <br />15. Exclusive Ri htg s of Owner. Owner's right, title and interest into the payments of <br />Periodic Repayment Amounts, as described herein, shall be the sole and exclusive property of <br />Owner (or its Transferee) and no other third party shall have any claim or right to such funds <br />unless Owner transfers its rights to its Unpaid Balance to a Transferee in writing and otherwise <br />in accordance with the requirements set forth herein. Subject to the terms of Section 16 hereof, <br />Owner has the right to convey, transfer, assign, mortgage, pledge, or otherwise encumber, in <br />whole or in part, all or any portion of Owner's right, title, or interest under this Agreement <br />including, but not limited to, any right, title or interest of Owner in and to payment of its Unpaid <br />Balance (a "Transfer," and the person or entity to whom the transfer is made, a "Transferee"). <br />Notwithstanding the foregoing, no Transfer shall be effective until written notice of the Transfer, <br />including the name and address of the Transferee, is provided to the City. The City may rely <br />conclusively on any written notice of a Transfer provided by Owner without any obligation to <br />investigate or confirm the Transfer. <br />16. Assignment. <br />a. Subject to subparagraph (b) below, Owner may, in its sole and absolute <br />discretion, assign this Reimbursement Agreement with respect to all or part of the <br />Property from time to time to any third party. Owner shall provide the City thirty <br />(30) days' prior written notice of any such assignment. Upon such assignment or <br />partial assignment, Owner shall be fully released from any and all obligations <br />under this Reimbursement Agreement and shall have no further liability with <br />respect to this Reimbursement Agreement for the part of the Project so assigned. <br />114 <br />