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<br />The Bank hereby accepts its appointment, and agrees to act, as <br />Paying Agent and Registrar in accordance with the terms of this <br />Agreement. <br /> <br />Section 1.02. <br /> <br />Compensation. <br /> <br />As compensation for the Bank's services as Paying Agent/Registrar, <br />the Issuer hereby agrees to pay the Bank the fees and amounts set forth <br />in Annex A hereto for the first year of this Agreement and thereafter the <br />fees and amounts set forth in the Bank's current fee schedule then in <br />effect for services as Paying Agent/Registrar for municipalities, which <br />shall be supplied to the Issuer on or before 90 days prior to the close <br />of the Fiscal Year of the Issuer, and shall be effective upon the first <br />day of the following Fiscal Year. <br /> <br />In addition, the Issuer agrees to reimburse the Bank upon its <br />request for all reasonable expense, disbursements and advances incurred <br />or made by the Bank in accordance with any of the provisions hereof <br />(including the reasonable compensation and the expenses and disbursements <br />of its agents and counsel.) <br /> <br />Section 1. 03. <br /> <br />Bond Resolution Subject to Approval of Bank Counsel. <br /> <br />The acceptance by the Bank of its appointment as Paying <br />Agent/Registrar hereunder shall be subject to the approval of the Bond <br />Resolution by counsel for the Bank. <br /> <br />ARTICLE TWO <br /> <br />DEFINITIONS <br /> <br />Section 2.01. <br /> <br />Definitions. <br /> <br />For all purposes of this Agreement, except as otherwise expressly <br />provided or unless the context otherwise requires: <br /> <br />"Acceleration Date" on any Security means the date on and after <br />which the principal is due and payable on any Security which has become <br />accelerated pursuant to the terms of the Security. <br />"Authorized Representative of the Issuer" means the <br /> <br />of <br /> <br />or <br />the <br /> <br />Issuer. <br /> <br />"Bank Office" means the principal corporate trust office of the Bank <br />as indicated on page 13. The Bank will notify the Issuer in writing of <br />any change in location of the Bank Office. <br /> <br />"Bond Resolution" means the resolution, order or ordinance of the <br />governing body of the Issuer pursuant to which the Securities are issued, <br />a copy of which certified by the Secretary or any officer of the Issuer <br />is annexed hereto as Annex B or will be delivered to the Bank promptly <br />upon the Issuer's adoption of the same. <br /> <br />TD702/14 <br />