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<br />- <br /> <br />e <br /> <br />SECTION 8.08. Entire Agreement. This Agreement and the Ordinance <br />constitute the entire agreemen.t between the parties hereto relative to the Bank <br />acting as Paying Agent/Registrar and if any conflict exists between his <br />Agreement and the Ordinance, the Ordinance shall govern. <br /> <br />SECTION 8.09. Counterparts. This Agreement may be executed in any <br />number of counterparts, each of which shall be deemed an original and all of <br />which shall constitute one and the same Agreement. <br /> <br />SECTION 8.10. Termination. This Agreement will terminate on the date <br />of final payment of the principal of and interest. on the Securities to the <br />Holders thereof or may be earlier terminated by either party upon 60 days <br />written notice; provided, however, an early termination of this Agreement by <br />either party shall not be effective until (a) a successor Paying Agent/Registrar <br />has been appointed by the Issuer and such appointment accepted and (b) notice <br />has been given to the Holders of the Securities of the appointment of a <br />successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually <br />agree that the effective date of an early termination of this Agreement shall not <br />occur at any time which would disrupt, delay, or otherwise adversely.affect the <br />payment of the Securities. <br /> <br />Upon an early termination of this Agreement, the Bank agrees to <br />promptly transfer and deliver the Security Register (or a copy thereof), <br />together with other pertinent books and records relating to the Securities, to <br />the successor Paying Agent/Registrar designated and appointed by the Issuer. <br /> <br />The provisions of Section 1.02 and of Article Five' shall survive and <br />remain in full force and effect following the termination of this Agreement. <br /> <br />SECTION 8.11. Governing Law: This Agreement shall be construed in <br />accordance wit~ and governed by the laws of the State of Texas. <br /> <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement <br />as of day and year first above written. <br /> <br /> <br />FIRST CITY, TEXAS - HOUSTON, N. A. <br />Houston, Texas <br /> <br />By ^-.Q}.),.~.ot)..J..._ ).....1, (J. tl)l.~ <br />Title .CORPORATE TRUST OFFICER <br /> <br />A tteit . <br />By <br />Title <br /> <br />Address: 1301 Fannin - 21st Floor <br />Houston, Texas 77002 <br /> <br />Attest:. . &d <br />By (!/~ '. <br />City. Secretary <br /> <br />CITY o~ PORTE,. TE2. <br />BY~ Pfi'1 ~!~ /l-- <br />{ - Mayor <br /> <br />[ISSUER SEAL] <br /> <br />Address: 604 W. Fairmont Parkway <br />La Porte, Texas 77572 <br /> <br />9 <br />