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Jill III I � I 1 111111 <br />A. This Master Agreement sets forth the entire understanding between the <br />parties, and any other understandings or agreements pertaining to the <br />subject matters of this Master Agreement shall be superseded by this Master <br />Agreement upon the date of execution hereof. None of the terms of Master <br />Agreement shall be waived, discharged, altered or modified in any respect, <br />except by an agreement in writing signed by all of the parties and specifically <br />referring to this Master Agreement. This Master Agreement is performable in <br />Paris, Lamar County, Texas, and shall be governed by, construed and <br />enforced in accordance with the laws of the State of Texas. The provisions of <br />this Master Agreement shall apply to, bind and inure to the benefit of the <br />City, PEDC, American, and their respective successors and permitted assigns, <br />if any. <br />B. Neither this Master Agreement, nor any interest therein® shall be assigned by <br />American without the prior written consent of PDC and the City. <br />Co Venue for any actions arising under this Master Agreement shall lie <br />exclusively in the courts of Lamar County, Texas, for any state court action, <br />and.in the U.S. District Court for the Eastern District of Texas for any Federal <br />Court action. <br />D. All representations, warranties, covenants and agreements of the parties, as <br />well as any rights and benefits of the parties, pertaining to the transactions <br />contemplated hereby shall survive the original execution date of this Master <br />Agreement. <br />E. Any notices required to be given hereunder shall be in writing and shall be <br />deemed to be duly delivered by mailing the same postage prepaid, by <br />certified mail, return receipt requested, to the parties at the addresses shown <br />beneath their signatures to this Agreement. Any notice or other <br />communication pursuant to this Agreement shall be deemed to have been <br />duly given or made and to have become effective upon the placement with <br />the U.S. Postal Service for delivery. Addresses or may be changed by a party <br />only by giving written notice of such change to all other parties in accordance <br />with this paragraph at least five (5) days in advance of delivering the notice <br />by mail. Such notices shall be delivered as follows: <br />32300891 00 19 <br />