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6 <br />3. Selection of New Fiscal Agent or Trustee. The Secretary <br />shall select a new Fiscal Agent or Trustee if the Fiscal <br />Agent or Trustee resigns or is removed by the Secretary. The <br />Borrower hereby consents in advance to any such selection and <br />to any changes in the Fiscal Agency/Trust Agreements agreed <br />to by any Fiscal Agent or Trustee and the Secretary, subject <br />to paragraph 4(e) of this Contract. <br />4. Payments Due Fiscal Agent or Trustee; Documents to the <br />Secretary. <br />(a) The Borrower agrees to pay the fees of the Fiscal Agent <br />as required by Exhibit G to the Fiscal Agency Agreement, and <br />any additional amounts that may be due pursuant to Section <br />6.01 of the Fiscal Agency Agreement. If not paid by the <br />Borrower by any other means prior thereto, the Borrower <br />agrees that any such fees or additional amounts that have <br />been incurred prior to an Advance or a Conversion Date <br />Advance may be deducted by the Fiscal Agent/Trustee from the <br />proceeds of the Advance or Conversion Date Advance, as <br />applicable. <br />(b) The Borrower agrees to pay the Borrower's share, as <br />determined by the Secretary, of the customary and usual <br />issuance, underwriting, and other costs related to the public <br />offering and future administration of the Note and the trust <br />certificates, as approved by the Secretary, including the <br />cost of reimbursement and/or compensation of the Trustee <br />pursuant to the Trust Agreement, including Sections 3.11 and <br />7.01 thereof. In connection with the public offering on the <br />Conversion Date, such payment shall either be made by wire <br />transfer to the Trustee on the day prior to the Conversion <br />Date or shall be deducted from the Guaranteed Loan Funds on <br />the Conversion Date. <br />(c) The Borrower shall submit to the Secretary not later than <br />ten Business Days prior to the Funding Date for the initial <br />Advance hereunder, or if not submitted earlier, prior to any <br />Conversion Date or Public Offering Date applicable to the <br />Note, this executed Contract,-the executed Note, a request <br />for an Advance or a Conversion Date Advance (as applicable) <br />in proper form, and an opinion acceptable to the Secretary <br />from the Borrower's counsel to the effect that: (i) the <br />governing body of the Borrower has authorized by resolution <br />or ordinance, in accordance with applicable State and local <br />law, the issuance of the Note and the execution of this <br />Contract; (ii) the Note and this Contract are valid, binding, <br />and enforceable obligations of the Borrower; (iii) the pledge <br />of funds pursuant to 24 CFR 570.705(b)(2) and paragraph 5(a) <br />of this Contract is valid and binding; and (iv) there is no <br />outstanding litigation that will affect the validity of the <br />Note or this Contract. In addition, the Borrower shall submit <br />any other additional documents or opinions specifically <br />