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<br />(j) Attend meetings of governing bodies of the Issuer, its staff, representatives or committees as requested. <br /> <br />(k) After closing, we will deliver to the Issuer and the paying agent(s) definitive debt records, including a <br />schedule of annual debt service requirements on the Obligations. <br /> <br />You acknowledge that advice and recommendations involve professional judgment on our part and that the results <br />cannot be, and are not, guaranteed. <br /> <br />3. Information to be Provided to RBC CM. You agree (upon our request) to provide or cause to be provided <br />to us information relating to the Issuer, the security for the Obligations, and other matters that we consider <br />appropriate to enable us to perform our duties under this Agreement. With respect to all information provided <br />by you or on your behalf to us under this Agreement, you agree upon our request to obtain certifications (in a <br />form reasonably satisfactory to us) from appropriate Issuer representatives as to the accuracy of the <br />information and to use your best efforts to obtain certifications (in a form reasonably satisfactory to us) from <br />representatives of parties other than the Issuer. You acknowledge that we are entitled to rely on the accuracy <br />and completeness of all information provided by you or on your behalf. <br /> <br />4. Official Statement. You acknowledge that you are responsible for the contents of the POS and OS and will <br />take all reasonable steps to ensure that the governing body of the Issuer has reviewed and approved the <br />content of the POS and OS. You acknowledge that you are subject to and may be held liable under federal or <br />state securities laws for misleading or incomplete disclosure. <br /> <br />5. Fees and Expenses. In connection with the authorization, issuance, and sale of Obligations, you agree that <br />our fee will be computed as shown on the "Fee Schedule" attached hereto. Our fee will become due and <br />payable simultaneously with the delivery of the Obligations to the Purchaser. Our fee does not include and <br />we will be entitled to reimbursement from you for any actual "out-of-pocket" expenses incurred in connection <br />with the provision of our services, including reasonable travel expenses or any other expenses incurred on <br />your behalf. These expenses will be due and payable when presented to the Issuer, which normally will be <br />simultaneously with the delivery of the Obligations to the Purchaser. <br /> <br />6. Interest Rate Derivatives. If you decide to consider the use of interest rate derivative products as part of the <br />financing plan for Obligations covered by this Agreement, we will be pleased to provide our assistance upon <br />request. The nature of our assistance will be set forth in an amendment to this Agreement or in another <br />separate document. <br /> <br />7. Term of Al!reement and Waiver of Sovereil!n Immunitv. This Agreement shall be for the issuance of the <br />Series 2010 Contract Revenue Refunding Bonds. You agree and understand that this Agreement is a contract <br />for services and waive any claims you may have that you are immune from suit by virtue of any law, statute, <br />or claim for any matter arising from or relating to this Agreement. Paragraphs 4, 5 (insofar as it concerns <br />reimbursable expenses) and 8 (insofar as it concerns waiver of sovereign immunity) will survive any <br />termination of this Agreement. <br /> <br />FA Agreement (Combined) <br /> <br />03/03/08 <br />