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Section 2. Issuer's Duties. <br />2.1. Provision of the Executed Bonds. The Issuer shall provide the Agent with <br />such executed Bonds as are required to the issue Bonds in exchange for or upon transfer <br />of outstanding Bonds. <br />2.2. Provision of Funds to pay Principal and Interest. The Issuer may pay the <br />Agent for the interest and principal due by check, however, the check must be received by <br />the Agent for deposit no later than three business days before the debt service payment <br />date in order for the bondholder payments to be released on the payment date. In order to <br />release checks a business day prior to payment date, the check must be received by the <br />Agent four business days prior to payment date. Check payments received from the Issuer <br />after the deadline will result in bondholder payments being released after a three business <br />day clearance. <br />If the Issuer pays by wire, the bondholder payments will be released by the Agent on <br />payment date as long as the wire is received one business day prior to payment date. <br />2.3. Payment of Fees and Charges of Agent. The Issuer shall pay to the Agent <br />reasonable fees and charges for services performed hereunder in accordance with the <br />Registrar's fee schedule in effect at the time of the service. The fees and charges of said <br />Agent shall in no event become a charge against the funds remitted by the Issuer for <br />payment of principal and interest on the Bonds. <br />2.4. Failure to Provide Funds. If available funds needed for payment do not <br />reach the Agent by any interest payment date, payment of items may be refused and the <br />Issuer may be charged for reasonable expenses incurred and extra service performed in <br />accordance with the Agent's schedule in effect at the time of the payment date. <br />2.5. Indemnification. The Issuer shall indemnify and save the Agent harmless <br />from and against any loss, cost, charge, expense, judgment or liability which it may incur <br />in the exercise of its powers and duties hereunder and which are not due to its negligence <br />or default. <br />Section 3. Termination. <br />Either party may terminate this agreement by written notice mailed to the other <br />party at least thirty (30) days prior to termination date, upon which event the Agent shall <br />return all cash and Bonds in its possession to the Issuer or its order and shall deliver the <br />Bond Register to the Issuer or its order, and the Issuer shall pay any accrued and unpaid <br />service charges to the Agent. <br />(P /Agency /33345980:5) <br />Page 50 <br />