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shown herein, or such other address as may have been given by one party to the other by 15 days <br /> written notice. <br /> Section 4.05. Effect of Headings. The Article and Section headings herein are for <br /> convenience only and shall not affect the construction hereof <br /> Section 4.06. Successors and Assigns. All covenants and agreements herein by the <br /> Issuer and the Bank shall bind their successors and assigns, whether so expressed or not. <br /> Section 4.07. Severability. If any provision of this Agreement shall be invalid or <br /> unenforceable, the validity and enforceability of the remaining provisions hereof shall not in any <br /> way be affected or impaired. <br /> Section 4.08. Benefits of Agreement. Nothing herein, express or implied, shall give to <br /> any Person, other than the parties hereto and their successors hereunder, any benefit or any legal <br /> or equitable right, remedy or claim hereunder. <br /> Section 4.09. Ordinance Governs Conflicts. This Agreement and the Ordinance <br /> constitute the entire agreement between the parties hereto relative to the Bank acting as Paying <br /> Agent and Registrar and if any conflict exists between this Agreement and the Ordinance, the <br /> Ordinance shall govern. <br /> Section 4.10. Term and Termination. This Agreement will terminate on the date of the <br /> final payment by the Bank of the principal of and interest on the Certificates. This Agreement <br /> shall be effective from and after its date and may be terminated for any reason by the Issuer or <br /> the Bank at any time upon 30 days written notice; provided, however, that no such termination <br /> shall be effective until a successor has been appointed and has accepted the duties of the Bank <br /> hereunder. In the event of early termination regardless of circumstances, the Bank shall deliver <br /> to the Issuer or its designee all funds, Certificates and all books and records pertaining to the <br /> Bank's role as Paying Agent and Registrar with respect to the Certificates, including, but not <br /> limited to, the books of registration. <br /> Section 4.11. Governing Law. This Agreement shall be construed in accordance with <br /> and shall be governed by the laws of the State of Texas. <br /> 6 <br /> HOU:3747011.1 <br />