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This Agreement embodies the entire agreement and understanding between the parties <br />hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. <br />If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such <br />determination will not affect such provision in any other respect or any other provision of this <br />Agreement, which will remain in full force and effect. This Ageement may not be amended or <br />otherwise modified or waived except by an instrument in writing signed by both SOUTHWEST <br />and Issuer. <br />This letter agreement maybe executed in any number of counterparts, each of which shall <br />be an original and all of which, when taken together, shall constitute one agreement. Delivery of <br />an executed counterpart of a signature page of this letter agreement by facsimile transmission shall <br />be effective as delivery of a manually executed counterpart of this letter agreement. <br />Please confirm that the foregoing correctly sets forth our agreement by signing and <br />returning to SOUTHWEST the enclosed original copy of this Agreement. <br />Very truly yours, <br />SOUTHWEST SECURTI'IES LLC <br />Name: Joseph A. Niggel <br />Title: Managing Director <br />Name: <br />Title <br />Accepted and agreed to as of <br />the date first written above: 7-1-2008 <br />CABARRUS COUNTY. NORTH CAROLINA <br />By: <br />Name: John D. Day <br />Title: County Manager <br />This instrument has been pre-audited in the manner required by the Local Government <br />Budget and Fiscal Control Act. Funding is provided as Debt instruments are approved by <br />the BOC. <br />By: <br />Finance Director/Asst Finance Director <br />F- g <br />Page 3 of 4 <br />