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<br />"Register" means a register in which the Issuer shall provide for the registration and transfer of <br />Bonds. <br /> <br />"Responsible Officer" when used with respect to the Bank means the Chairman or Vice <br />Chairman ofthe Board of Directors, the Chairman or Vice Chairman of the Executive Committee of the <br />Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the <br />Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant <br />Trust Officer, or any other officer of the Bank customarily performing functions similar to those <br />performed by any of the above designated officers and also means, with respect to a particular corporate <br />trust matter, any other officer to whom such matter is referred because of his knowledge of and <br />familiarity with the particular subject. <br /> <br />"Stated Maturity" means the date specified in the Bond Resolution as the fixed date on which <br />the principal of the Bond is due and payable or the date fixed in accordance with the terms of the Bond <br />Resolution for redemption of the Bonds, or any portion thereof, prior to the fixed maturity date. <br /> <br />ARTICLE THREE <br /> <br />PAYING AGENT <br /> <br />Section 3.01. Duties of Paying Agent. (a) The Bank, as Paying Agent and on behalf of the <br />Issuer, shall pay to the Owner, at the Stated Maturity and upon the surrender of the Bond or Bonds so <br />maturing at the Bank Office, the principal amount of the Bond or Bonds then maturing, provided that <br />the Bank shall have been provided by or on behalf of the Issuer adequate funds to make such payment. <br /> <br />(b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest when due on <br />the Bonds to each Owner of the Bonds (or their Predecessor Bonds) as shown in the Registrar at the <br />close of business on the Record Date, provided that the Bank shall have been provided by or on behalf <br />of the Issuer adequate funds to make such payments; such payments shall be made by computing the <br />amount of interest to be paid each Owner, preparing the checks, and mailing the checks on each interest <br />payment date addressed to each Owner's address as it appears on the Register. <br /> <br />Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and <br />interest on the Bonds at the dates specified in the Bond Resolution. <br /> <br />ARTICLE FOUR <br /> <br />REGISTRAR <br /> <br />Section 4.01. Transfer and Exchange. (a) The Issuer shall keep the Register at the Bank Office, <br />and subject to such reasonable written regulations as the Issuer may prescribe, which regulations shall <br />be furnished the Bank herewith or subsequent hereto by Issuer Order, the Issuer shall provide for the <br />registration and transfer of the Bonds. The Bank is hereby appointed "Registrar" for the purpose of <br /> <br />R:\SANMAR\GORI. 99\OOC$\P AR. WPD <br /> <br />3 <br />