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ARTICLE TWO <br /> DEFINITIONS <br /> Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise <br /> expressly provided or unless the context otherwise requires: <br /> "Bank"means Amegy Bank, a division of ZB,National Association, a national bank duly <br /> organized and existing under the laws of the United States of America. <br /> "Certificate" or"Certificates"means any one or all of the"$10,635,000 City of La Porte, <br /> Texas, Certificates of Obligation, Series 2017." <br /> "Financial Advisor"means RBC Capital Markets, LLC and its successors. <br /> "Issuer"means the City of La Porte, Texas. <br /> "Ordinance" means the order of the Issuer approved September 28, 2017, pursuant to <br /> which the Certificates are issued. <br /> "Paying Agent"means the Bank when it is performing the function of paying agent. <br /> "Person" means any individual, corporation, partnership,joint venture, associations,joint <br /> stock company, trust, unincorporated organization or government or any agency or political <br /> subdivision of a government or any entity whatsoever. <br /> "Registrar"means the Bank when it is performing the function of registrar. <br /> All other capitalized terms shall have the meanings assigned in the Ordinance. <br /> ARTICLE THREE <br /> DUTIES OF THE BANK <br /> Section 3.01. Initial Delivery of Certificates. The Certificates will be initially registered <br /> and delivered to the purchaser designated by the Issuer as set forth in the Ordinance. If such <br /> purchaser delivers a written request to the Bank not later than five business days prior to the date <br /> of initial delivery, the Bank will, on the date of initial delivery, exchange the Certificates initially <br /> delivered for Certificates of authorized denominations, registered in accordance with the <br /> instructions in such request and the Ordinance. <br /> Section 3.02. Duties of Paying Agent. As Paying Agent, the Bank shall, provided <br /> adequate funds have been provided to it for such purpose by or on behalf of the Issuer, pay on <br /> behalf of the Issuer the principal of, redemption premium, if any, and interest, on each Certificate <br /> in accordance with the provisions of the Ordinance. <br /> Section 3.03. Duties of Bank. The Bank undertakes to perform the duties set forth <br /> herein and agrees to use reasonable care in the performance thereof. <br /> 2 <br /> HOU:3747011.1 <br />