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be consolidated, or any corporation resulting from any merger, conversion, or consolidation to <br /> which the Bank shall be a party, or any corporation succeeding to all or substantially all of the <br /> corporate trust business of the Bank shall be the successor of the Bank hereunder without the <br /> execution or filing of any paper or any further act on the part of either of the parties hereto. In <br /> case any Security shall have been registered, but not delivered, by the Bank then in office, any <br /> successor by merger, conversion, or consolidation to such authenticating Bank may adopt such <br /> registration and deliver the Security so registered with the same effect as if such successor Bank <br /> had itself registered such Security. <br /> Section 6.06. Severability. <br /> In case any provision herein shall be invalid, illegal, or unenforceable, the validity, <br /> legality, and enforceability of the remaining provisions shall not in any way be affected or <br /> impaired thereby. <br /> Section 6.07. Benefits of Agreement. <br /> Nothing herein, express or implied, shall give to any Person, other than the parties hereto <br /> and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim <br /> hereunder. <br /> Section 6.08. Entire Agreement. <br /> This Agreement and the Ordinance constitute the entire agreement between the parties <br /> hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between <br /> this Agreement and the Ordinance,the Ordinance shall govern. <br /> Section 6.09. Counterparts. <br /> This Agreement may be executed in any number of counterparts, each of which shall be <br /> deemed an original and all of which shall constitute one and the same Agreement. <br /> Section 6.10. Termination. <br /> This Agreement will terminate (i) on the date of final payment of the principal of and <br /> interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party <br /> upon thirty (30) days written notice; provided, however, an early termination of this Agreement <br /> by either party shall not be effective until (a) a successor Paying Agent/Registrar has been <br /> appointed by the Issuer and such appointment accepted and (b) notice has been given to the <br /> Holders of the Securities of the appointment of a successor Paying Agent/Registrar. <br /> Furthermore,the Bank and Issuer mutually agree that the effective date of an early termination of <br /> this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely <br /> affect the payment of the Securities. <br /> SAN MARCOS CTRCO 2023(TWDB):PayingAgtRegAgrmnt <br />