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<br />Section 4.9. Ordinance Govern Conflicts. <br /> <br />This Agreement and the Ordinance constitute the entire agreement between the parties <br />hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists <br />between this Agreement and the Ordinance, the Ordinance shall govern. The Bank agrees to be <br />bound by the terms of the Ordinance with respect to the Obligations. <br /> <br />Section 4.10. Term and Termination. <br /> <br />This Agreement shall be effective from and after its date and may be terminated for any <br />reason by the City or the Bank at any time upon 60 days' written notice; provided, however, that <br />no such termination shall be effective until a successor has been appointed and has accepted the <br />duties of the Bank hereunder. In the event of early termination, regardless of circumstances, the <br />Bank shall deliver to the City or its designee all funds, Obligations and all books and records <br />pertaining to the Bank's role as Paying Agent and Registrar with respect to the Obligations, <br />including, but not limited to, the books of registration. <br /> <br />Section 4.11. Counterparts. <br /> <br />This Agreement may be executed in any number of counterparts, each of which shall be <br />an original, with the same effect as if the signatures thereto and hereto were upon the same <br />instrument. <br /> <br />Section 4.12. Governing Law. <br /> <br />This Agreement shall be construed in accordance with and shall be governed by the laws <br />of the State of Texas. <br /> <br />6 <br /> <br />HOU:2519047.2 <br />