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<br /> As compensation for the Bank' s services as Payi ng Agent/Regi strar, <br /> the Issuer hereby agrees to pay the Bank the fees and amounts set forth in <br /> Annex A hereto for the first year of this Agreement and thereafter the fees <br /> and amounts set forth in the Bank's current fee shcedule then in effect for <br /> services as Paying Agent/Registrar for municipal ities, which sha ìl be <br /> supplied to the Issuer on or before 90 days prior to the close of the Fiscal <br /> Year of the Issuer, and shall be effective upon the first day of the fol- <br /> lowing Fiscal Year. <br /> In addition, the Issuer agrees to reimburse the Bank upon ~ts request <br /> for all reasonable expenses, disbursements and advances incurred or made by <br /> the Bank in accordance with any of the provisions hereof (including the <br /> reasonable compensation and the expenses and disbursements of its agents and <br /> counsel). <br /> ARTICLE TWO <br /> DEFINITIONS <br /> Section 2.01. Defi niti ons. <br /> For all purposes of this Agreement, except as otherwi se expressly <br /> provided or unless the context otherwise requires: <br /> IIAcceleration Datell on any Security means the date on and after <br /> which the principal or any or all installments of interest, or both, <br /> are due and payable on any Security which has become accelerated <br /> pursuant to the terms of the Security. <br /> IIBank Officell means the principal corporate trust office of the <br /> Bank or Agent located at 221 West 6th Street, Austin, Texas 78701. <br /> The Bank wi 11 notify the Issuer in writing of any change in location <br /> of the Bank .Office. <br /> "Bond Resolutionll means the resolution, order or ordinance of <br /> the governing body of the Issuer pursuant to which the Securities are <br /> issued certified by the Secretary or any other officer of the Issuer <br /> and delivered to the Bank. <br /> IIFiscal Yearll means the fiscal year of the Issuer. <br /> "Holderll and "Security Holder" each means a Person in whose <br /> name a Security is registered in the Security Register. <br /> ilLegal Holiday" means a day on which the Bank is required or <br /> authorized to be closed. <br /> IIPersonll means any i ndi vi dua 1, corporation, partnership, joint <br /> venture, association, joint stock company, trust, unincorporated <br /> organization or government or any agency or political subdivision of <br /> a government. <br /> 01073210/0002.0.0 <br />