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<br />SECTION VII <br />MISCELLANEOUS <br />1. Choice of Law. This Agreement shall be construed and given effect in accordance with the laws of the <br />State of Texas. Proper venue for any legal action arising out of this Agreement shall be Travis County, <br />Texas. <br />2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Issuer <br />and SPFI, their respective heirs, executors, personal representatives, successors and assigns; provided <br />however, neither party hereto may assign or transfer any of its rights or obligations hereunder without the <br />prior written consent of the other party. <br />3. Entire Agreement. This instrument contains the entire agreement between the parties relating to the rights <br />herein granted and obligations herein assumed. Any oral or written representations or modifications <br />concerning this Agreement shall be of no force or effect except for a subsequent modification in writing <br />signed by all parties hereto. <br />Specialized Public cc <br />By: <br />F L? J- Managing ector <br />By?/ A <br />Managing (rector <br />City of a /M Texas <br />By: l? <br />Title: f <br />Date: <br />ATTEST: <br />Title