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<br />The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other
<br />Person for any amount due on any Security from its own funds.
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<br />Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the
<br />owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were
<br />not the Paying AgentlRegistrar, or any other agent.
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<br />Section 5.05. Money Held by Bank. (a) Money held by the Bank hereunder shall be held for the benefit
<br />of the Registered Owners of the Securities.
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<br />(b) The Bank shall be under no obligation to pay interest on any money received by it hereunder.
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<br />(c) Except to the extent provided otherwise in the Ordinance, any money deposited with the Bank for the
<br />payment of the principal on, redemption premium, if any, or interest on any security and remaining unclaimed for
<br />three years after the dates such amounts have become due and payable shall be reported and disposed of by the Bank
<br />in accordance with the provisions of Title 6 of the Texas Property Code, as amended, to the extent that such
<br />provisions are applicable to such amounts.
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<br />The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands, or
<br />controversy over its person as well as funds on deposit, in either the District Court of Harris County, Texas, or the
<br />United States Federal District Court for the Southern District of Texas, waive personal service of any process, and
<br />agree that service of process by certified or registered mail, return receipt requested, to the address set forth in
<br />Section 6.03 hereof shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the
<br />right to file a Bill of Interpleader in any court of competent jurisdiction, at the expense of the Issuer, to determine the
<br />rights of any persons claiming any interest herein.
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<br />Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank
<br />for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part,
<br />arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and
<br />expense against any claim or liability in connection with the exercise or performance of any of its powers or duties
<br />under this Agreement.
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<br />Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any
<br />adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State
<br />District Court located in the State and County where either the Bank Office or the administrative offices of the
<br />Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the
<br />address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank
<br />further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to
<br />determine the rights of any Person claiming any interest herein.
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<br />Section 5.08. Depositorv Trust Company Services. It is hereby represented and warranted that, in the
<br />event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent
<br />depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will
<br />comply with the "Operational Arrangements," effective August I, 1987, which establishes requirements for
<br />securities to be eligible for such type depository trust services, including, but not limited to, requirements for the
<br />timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls.
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<br />ARTICLE VI. MISCELLANEOUS PROVISIONS
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<br />Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by
<br />both of the parties hereto.
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<br />Section 6.02. Assilmment. This Agreement may not be assigned by either party without the prior written
<br />consent of the other.
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