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<br /> " '. ~ 711 fl <br /> (b) if to the Bank: Mailing Address: <br /> Texas Commerce Bank National Association <br /> P.O. Box 550 <br /> Austin, Texas 78789 <br /> Attention: Corporate Trust Department <br /> Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience <br /> only and shall not affect the construction hereof. <br /> Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall <br /> bind its successors and assigns, whether so expressed or not. <br /> Section 6.06. Separabilitv. In case any provision herein shall be invalid, illegal or unenforceable, <br /> the validity, legality and enforceability of the remaining provisions shall not in any way be affected or <br /> impaired thereby. <br /> Section 6.07. Benefits of A2:reement. Nothing herein, express or implied, shall give to any <br /> Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable <br /> right, remedy or claim hereunder. <br /> Section 6.08. Entire Agreement. This Agreement and the Resolution constitute the entire <br /> agreement between the parties hereto relative to the Bank acting as Paying Agent! Registrar and if any <br /> conflict exists between this Agreement and the Resolution, the Resolution shall'govern. <br /> Section 6.09. Countervarts. This Agreement may be executed in any number of counterparts, <br /> each which shall be deemed an original and all of which shall constitute one and the same Agreement. <br /> Section 6.10. Termination, (a) This Agreement will terminate on the date of final payment by <br /> the Bank issuing its checks for the tinal payment of principal and interest of the Obligations. <br /> (b) This Agreement may be earlier terminated upon 60 days written notice by either party. <br /> (c) The provisions of Section 1.02 and of Article Five shall survive, and remain in full force <br /> and effect following the termination of this Agreement. <br /> Section 6.1 L Governing Law, This Agreement shall be construed in accordance with and <br /> governed by the laws of the State of Texas. <br /> [Execution Page Follows] <br /> S^",'MAR" GO..\DOcs\PAR:021.3B¡'9: 141.HBBF <br /> 8 <br />