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<br />Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the <br />fees and amounts set forth in Exhibit "A" hereto for the first year of <br />this Agreement and thereafter the fees and amounts set forth in the <br />Bank's current fee schedule then in effect for services as Paying <br />Agent/Registrar for municipalities, which shall be supplied to the <br />Issuer on or before 90 days prior to the close of the Fiscal Year of <br />the Issuer, and shall be effective upon the first day of the following <br />Fiscal Year. <br /> In addition, the Issuer agrees to reimburse the Bank upon its <br />request for all reasonable expenses, disbursements and advances <br />incurred or made by the Bank in accordance with any of the provisions <br />hereof (including the reasonable compensation and the expenses and <br />disbursements of its agents and counsel). <br /> ARTICLE TWO <br /> DEFINITIONS <br /> 2.01. Definitions. For all purposes of this Agreement, except <br />as otherwise expressly provided or unless the context otherwise <br />requires, the following terms have the following meanings when used in <br />this Agreement: <br /> "Bank Office" means the principal corporate trust office of the <br />Bank located at 221 West 6th Street, Austin, Texas 78701. The Bank <br />will notify the Issuer in writing of any change in location of the Bank <br />Office. <br /> "Obligation" or "Obligations" means any or all of the Issuer's <br />Obligations defined in the preamble of this Agreement. <br /> "Resolution" means the resolution, order or ordinance of the <br />governing body of the Issuer pursuant to which the Obligations are <br />issued, certified by the Secretary or any other officer of the Issuer <br />and delivered to the Bank. <br /> "Fiscal Year" means the 12 month period ending September 30 of <br />each year. <br /> "Holder" means a Person in whose name an Obligation is registered <br />in the Register. <br /> "Issuer Request" and "Issuer Order" means a written request or <br />order signed in the name of the Issuer by the presiding officer or <br />other duly authorizied officer of the Issuer and delivered to the <br />Bank. <br /> "Legal Hol iday" means a day on which the Bank is required or <br />authorized to be closed. <br /> -2- <br />