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EXECUTED as of the date first written above. <br /> CITY OF EVERETT,WASHINGTON <br /> Chief Financial Officer <br /> U.S. BANK NATIONAL ASSOCIATION <br /> Authorized Signatory <br /> Exhibit A - Costs of Issuance Schedule <br /> Exhibit B - Fee Schedule <br /> B-3 P:\20287 CMW20287 9RC 01/02/13 <br />