MASTER FISCAL AGENCY AGREEMENT Dated as of February 3, 2010 BETWEEN THE STATE OF ISRAEL AND

Exhibit 4(3)

MASTER FISCAL AGENCY AGREEMENT

Dated as of February 3, 2010

BETWEEN

THE STATE OF ISRAEL

AND

COMPUTERSHARE INC.

AND

COMPUTERSHARE TRUST

COMPANY, N.A.

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS		2
Section 1.1	Definitions	2
ARTICLE II THE BONDS		6
Section 2.1	Authorization and Amount	6
Section 2.2	Description of Bonds	6
Section 2.3	Definitive and Temporary Bonds; Subscription Receipts;  Book-Entry Facility	7
Section 2.4	Provisions as to the Bonds	9
Section 2.5	Redemption of Bonds by State in Certain Circumstances	11
Section 2.6	Exchanges, Split-ups	12
Section 2.7	Charges to Bondholders upon Transfers, Purchases by State, Exchanges and Split-ups	13
Section 2.8	Co-Owners of Bonds; Bonds Held by Minors	13
Section 2.9	Mutilated, Lost, Stolen or Destroyed Bonds	14
Section 2.10	Execution of Definitive Bonds	15
Section 2.11	Validation by Fiscal Agent	15
Section 2.12	Registration, Registration of Transfer or Exchange	16
ARTICLE III ISSUE OF BONDS		16
Section 3.1	Procedures on Issuance	16
Section 3.2	Subscription Procedures	18
ARTICLE IV PAYMENT OF BONDS		18
Section 4.1	Bond Payments	18
Section 4.2	Manner of Deposits	19
Section 4.3	Cancellation of Definitive Bonds	19
ARTICLE V REDEMPTION AT OPTION OF THE STATE		19
Section 5.1	Bonds Subject to Redemption	19
Section 5.2	Selection of Bonds to Be Redeemed	20
Section 5.3	Designation of Bonds to Be Redeemed	20
Section 5.4	Redemption Notice	20
Section 5.5	Redeemed Bonds Due on Redemption Date	21

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ARTICLE VI FISCAL AGENT		22
Section 6.1	Regarding the Fiscal Agent	22
Section 6.2	Reports and Audit Rights; Duties of Fiscal Agent	27
Section 6.3	Account Manager	29
Section 6.4	Resignation or Removal of Fiscal Agent	29
Section 6.5	Appointment of Successor Fiscal Agent	30
Section 6.6	Transitional Period	31
Section 6.7	Adoption of Countersignature	31
ARTICLE VII PROCEDURE FOR PAYMENT OF PRINCIPAL, INTEREST OR MATURITY AMOUNT		31
Section 7.1	Monies Deposited for Payment of Principal, Interest or Maturity Amount	31
Section 7.2	Investment of Deposited Cash	32
Section 7.3	Additional Paying Agents	35
ARTICLE VIII REPRESENTATIONS AND WARRANTIES		35
Section 8.1	Fiscal Agent	35
Section 8.2	The State	36
ARTICLE IX MISCELLANEOUS PROVISIONS		37
Section 9.1	Notices	37
Section 9.2	Amendments and Waivers	38
Section 9.3	Confidentiality	38
Section 9.4	Subcontract and Assignment	39
Section 9.5	Advertising	40
Section 9.6	Other Fiscal Agents	40
Section 9.7	Existing Fiscal Agency Agreements	40
Section 9.8	Force Majeure	40
Section 9.9	Entire Agreement	41
Section 9.10	Governing Law	41
Section 9.11	Counterparts	42
Section 9.12	Term and Termination	42
Section 9.13	Assignment	43

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Section 9.14	Successors	43
Section 9.15	Severability	44
Section 9.16	Third Party Beneficiaries	44
Section 9.17	Survival	44
Section 9.18	Priorities	44
Section 9.19	No Strict Construction	44
Section 9.20	Descriptive Headings	45

Schedules

Schedule A: Services and Technology Requirements

Schedule B: Form of Definitive Bonds

Schedule C: Required Reports

Schedule D: Existing Fiscal Agency Agreements and Applicable Supplements

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MASTER FISCAL AGENCY AGREEMENT, dated as of February 3, 2010, between the STATE OF ISRAEL (the “State” or “Israel”) and Computershare Inc. and its fully owned subsidiary Computershare Trust Company, N.A. (collectively “Computershare” or individually “CI” and “CTCNA”, respectively).

WHEREAS, the State has duly authorized and intends to authorize, from time to time, the creation of one or more issues of its bonds to be offered through the Financial Corporation as hereinafter defined (collectively, the “Bonds”) and has duly authorized the appointment of Computershare as fiscal agent in connection therewith, and has duly authorized the execution and delivery of this Master Fiscal Agency Agreement (the “Agreement”);

WHEREAS, the State and Computershare desire to enter into this Agreement with respect to the issuance by the State from time to time of Bonds, each issue to be in the principal amount and currencies and with the terms and conditions as provided in its respective supplement to this Agreement (each, a  “Supplement”);

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein set forth, effective as of the Appointment Date (as hereinafter defined), the State hereby appoints Computershare as fiscal agent, registrar, and transfer agent in respect of such issues of Bonds, to provide such services as described in this Agreement, including in Schedule A hereto (the “Services”), and said Computershare hereby accepts said appointment as of the Appointment Date, all upon the terms and subject to the conditions hereinafter set forth.

ARTICLE I

Definitions

Section 1.1 Definitions

The following terms shall have the meanings assigned to them in this Agreement as follows:

a. “Account” shall mean the account of each Bondholder which reflects the bond or bonds held by such Bondholder, outstanding funds, or reportable tax information.

b. “Agreement” shall mean this agreement and any and all exhibits or schedules attached hereto and any and all amendments or modifications which may from time to time be executed in accordance with Section 9.2 hereof.

c. “Appointment Date” shall have the meaning specified in Section 9.12.

d. “Bondholder,” “holder,” “owner” or any similar term shall mean, with respect to any Bond, the person or entity the name of whom or which shall be inscribed on the Bond Register as the owner of the Bond.

e. “Bondholder Data” shall mean all information maintained on the records database of the Fiscal Agent concerning Bondholders, including all individual, collective and statistical information.

f. “Bond Register” shall have the meaning specified in Section 2.12.

g. “Bonds” shall mean the bonds described in the recitals hereto.

h. “Business Day” shall mean a day other than a Saturday, Sunday or other day on which the Fiscal Agent is authorized or required by law to be closed in the United States or in London.

i. “Code” shall mean the United States Internal Revenue Code of 1986, as heretofore or hereafter amended.

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j. “Defaulted Interest” shall mean any interest not paid when due.

k. “Definitive Bonds” shall have the meaning stated in Section 2.3.a.

l. “Deposited Cash” shall have the meaning stated in Section 7.1.a.

m. “Direction of the Financial Corporation” shall mean a written direction signed in the name of a Financial Corporation by its President, Executive Vice President, Vice President or General Counsel, or such other persons as may be designated with respect to such Financial Corporation in a Direction of the State.

n. “Direction of the State” shall mean a written direction signed in the name of the State by its Minister of Finance, a representative of the State designated by an instrument in writing and signed by its Minister of Finance, or by the Chief Fiscal Officer of the Ministry of Finance for the Western Hemisphere, or any other person duly authorized by the State as specified to the Fiscal Agent by the Minister of Finance or by a representative designated as hereinbefore provided by the Minister of Finance. Any Direction of the State or of the Financial Corporation may be expressed in general terms and need not be limited to any particular matter or transaction.

o. “Employee Benefit Plan” shall mean any “employee benefit plan” as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended, or any comparable legislation then in effect at the time of determination, and any Individual Retirement Account, Xxxx Individual Retirement Account, Xxxxx or H.R. 10 Plan, as defined herein, or, subject to the approval of the State, a plan or fund, if any, irrespective of its location or place or organization, determined by the State to be a comparable plan or fund.

p. “Financial Corporation” shall mean Development Corporation for Israel (“DCI”), or any successor to DCI designated in a Direction of the State.

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q. “Fiscal Agent” shall mean Computershare, including any subcontractor retained by the Fiscal Agent as permitted under Section 9.4 of this Agreement, and any successor or successors which may become Fiscal Agent pursuant to Sections 6.5 and 6.6.

r. “Government Securities” shall have the meaning stated in Section 7.2.a.

s. “Individual Retirement Account” or “XXX” shall mean an individual retirement, tax-deferred plan established by an employee under Section 408 of the Code or any comparable legislation in effect at the time of determination.

t. “Interest Payment Date” shall mean, with respect to each installment of interest due on an interest-bearing Bond, the date specified in such Bond as the fixed date on which such installment of interest is due and payable.

u. “Israel” or “State” shall mean the State of Israel.

v. “Issue Date” shall mean, with respect to each Bond, the Issue Date specified on such Bond.

w. “Issue Price” shall mean, with respect to non interest-bearing Bonds, the price at which such Bond is deemed issued pursuant to Section 1273 of the Code and applicable regulations promulgated thereunder, or any comparable legislation in effect at the time of determination.

x. “Xxxxx Plan” or “H.R. 10 Plan” shall mean a retirement plan established by a self-employed individual that satisfies or is intended by its terms to satisfy the applicable requirements of the Code.

y. “Maturity Amount” shall mean as to each non interest-bearing Bond the denomination thereof.

z. “Paying Agents” shall have the meaning stated in Section 7.3.a.

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aa. “Principal Amount” shall mean as to each interest-bearing Bond the denomination thereof.

bb. “Redemption Price” shall mean, for interest-bearing Bonds, a price equal to the Principal Amount thereof and accrued and unpaid interest theron to the redemption or repurchase date, and for non interest-bearing Bonds, the Issue Price for such Bond as adjusted as of the redemption or repurchase date pursuant to the provisions of Section 1272 of the Code and applicable regulations promulgated thereunder, or any comparable legislation in effect at the time of determination.

cc. “Regular Record Date” for the interest payable on any Interest Payment Date with respect to any interest-bearing Bond shall mean the date specified as the record date therefor in the applicable Supplement.

dd. “Xxxx XXX” shall mean an individual retirement account within the meaning of Section 408A(b) of the Code.

ee. “Sales Period” shall mean with respect to an issue of Bonds, such period, if any, as defined in the applicable Supplement for such issue of Bonds.

ff. “Special Record Date” for the payment of any Defaulted Interest shall mean the date fixed by the Fiscal Agent pursuant to the provisions of the interest-bearing Bond and Section 2.2.c hereto.

gg. “Trust Account” shall mean a cash account of the Fiscal Agent established for each issue of Bonds, pursuant to which funds deposited by the State shall be held in trust for the benefit of the State by the Fiscal Agent.  Amounts in the Trust Account shall be deposited overnight with the Fiscal Agent, shall continue to be trust accounts while so deposited, and shall earn interest in accordance with the Fee Letter (as defined in Section 6.1.j. herein), or as shall be mutually agreed from time to time and confirmed in writing.

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Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa.

ARTICLE II

The Bonds

Section 2.1 Authorization and Amount

The name of each issue of Bonds and the aggregate principal amount of such issue which may be countersigned, delivered and outstanding will be as set forth in the Supplement relating to such issue.

Section 2.2 Description of Bonds

a. The Bonds shall be issuable only in registered form without coupons, and, upon original subscription, in such minimum denomination as may be set forth in the applicable Supplement.  Bonds shall be numbered and lettered in such manner as shall be satisfactory to the State.

b. The Issue Date of each Bond shall be specified on such Bond or in the Bond Register.

c. For interest-bearing Bonds:

(i) payments of interest shall be made in accordance with the provisions of the Bond and the applicable Supplement;

(ii) interest on the Bonds shall be computed on the basis of a 365-day year, actual number of days elapsed, unless otherwise specified in the applicable Supplement; and

(iii) with respect to payment of Defaulted Interest:

(A) The State shall notify the Fiscal Agent in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment, and at the same time the State shall deposit with the Fiscal Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Fiscal Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this clause provided.

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(B) Thereupon, the Fiscal Agent shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 10 days and not less than 5 days prior to the date of the proposed payment and not less than 5 days after the receipt by the Fiscal Agent of the notice of the proposed payment.  The Fiscal Agent shall promptly notify the State of such Special Record Date and, in the name and at the expense of the State, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid (or as otherwise permitted by applicable regulations), to each holder at his address as it appears in the Bond Register, not less than 5 days prior to such Special Record Date.

(C) Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the persons in whose names the Bonds are registered on such Special Record Date.

Section 2.3 Definitive and Temporary Bonds; Subscription Receipts; Book-Entry Facility

a. Purchasers of Bonds shall not be entitled to receive certificated Bonds in a definitive form (“Definitive Bonds”), unless specifically requested in accordance with the terms of the Bonds.  In accordance with Section 2.12 herein, the Fiscal Agent shall create a book-entry facility for each issue of Bonds, whereby each owner of Bonds shall be registered.  The Fiscal Agent shall deliver to the purchaser and owner of each book-entry Bond (by first-class, postage prepaid mail, or as otherwise permitted by applicable regulations), a confirmation that the owner has been so listed.  Holders of such book-entry Bonds shall have all the rights and obligations of Bondholders hereunder.

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b. Definitive Bonds shall be substantially in the form attached hereto as Schedule B, all provisions of which are expressly incorporated into and made a part of this Agreement and of each Bond, whether issued as Definitive Bond or in book-entry form.  All Definitive Bonds will bear the restricted legends set forth in Schedule B and may have such appropriate insertions, omissions, variations or substitutions as are required or permitted by, and not inconsistent with, this Agreement. Definitive Bonds may also have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be approved by the Fiscal Agent or required to comply with the securities laws of any jurisdiction, or the rules and regulations of any securities exchange upon which the Bonds may be listed, or any other regulatory authority, or to conform with any usage with respect thereto.  The Definitive Bonds may be engraved, printed, lithographed, or prepared by any other process as determined by a Direction of the State.

c. Pending the preparation of Definitive Bonds, the State may execute and issue in lieu thereof temporary Bonds in substantially the form of the Definitive Bonds.  Such temporary Bonds may be exchanged for an equal aggregate amount of Definitive Bonds of authorized denominations when such Definitive Bonds are prepared and ready for delivery upon surrender of such temporary Bonds at the principal corporate trust office of the Fiscal Agent in Canton, Massachusetts.

d. Pending the preparation of Definitive Bonds, and in lieu of the issuance of temporary Bonds as provided in Section 2.3.c, the State may cause to be issued to subscribers a nontransferable receipt to the effect that a Definitive Bond or Definitive Bonds, when available for issuance, will be issued to the person named in said receipt, in the denomination or denominations specified therein.

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Section 2.4 Provisions as to the Bonds

Except as otherwise provided in the terms of the Bonds or in the applicable Supplement, the following provisions shall apply:

a. The Bonds shall be issuable to any person or entity.

b. The Bonds may be registered or exempt from registration (with the United States Securities and Exchange Commission (“SEC”), the securities commission of any Canadian province, or any other US or non-US authority) as the case may be and the terms of the issuance may include limitations on purchases and transfers.

c. The Bonds may be issued in US dollars, Canadian dollars, Euros, British pound sterling or other currencies as set forth in the applicable Supplement.  If the applicable Supplements allows for Bonds denominated in one currency to be purchased with a different currency, the Fiscal Agent shall exchange the received funds for the applicable currency in accordance with Section 3.1.d. herein, without any additional fees charged to the purchaser.  All subscription payments for Bonds denominated in currencies other than US Dollars shall be directed to a special designated account with the Fiscal Agent.

d. The Bonds shall be nontransferable and non-assignable, except as otherwise provided in the applicable Supplement, and except that any Bond may be transferred to the State. The State may, at any time or from time to time, by a Direction of the State, provide for the further transferability and assignability of the Bonds.

e. Whenever a Bond is proposed to be transferred, the transferor of the Bond shall deliver a written instrument of transfer and such other documents required by the State or the Fiscal Agent transferring such Bond to permissible transferees (such instrument of transfer to be in form approved by the Fiscal Agent and to be executed by the owner of such Bond), including the presentation and surrender of any Definitive Bond. The State and the Fiscal Agent may require any additional documentation or information that either may deem necessary to determine whether the proposed transfer is permitted under the terms of the Bonds proposed to be transferred, and any proposed transfer shall be effective only upon the approval thereof by the State and the Fiscal Agent, in their sole discretion. Upon approval of a proposed transfer, the Fiscal Agent shall register such transfer on the Bond Register (as hereinafter defined); or, in the case of Definitive Bonds, the State may execute, and in such event the Fiscal Agent may countersign, a new Definitive Bond of like tenor and having the same Issue Date and Principal Amount as the Definitive Bond transferred, or may evidence the new ownership by endorsement on the Definitive Bond or by such other method as the State and the Fiscal Agent may deem desirable.

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f. With respect to each outstanding Bond, the State and the Fiscal Agent may deem and treat the Bondholder whose name appears on the record books of the Fiscal Agent as the owner of such Bond, as the absolute owner of such Bond for the purpose of receiving payment thereof, interest thereon or on account thereof, if any, and for all other purposes, whether or not such Bond shall be overdue, and neither the State nor the Fiscal Agent shall be affected by any notice to the contrary.

g. The trustees or other legal representatives of a non-individual owner which has dissolved or terminated shall succeed to all the rights of such owner.  The executor, administrator or other legal representative of an owner who has died shall succeed to all the rights of such owner.

h. The Fiscal Agent shall cancel any Definitive Bond surrendered to it by the State for exchange or cancellation and, if so directed, shall countersign and deliver a new Definitive Bond or Definitive Bonds in exchange therefor in accordance with Section 2.4.e.  Such action shall be taken upon a Direction of the State, directing such cancellation and requesting such countersigning and delivery in exchange therefor.

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Section 2.5 Redemption of Bonds by State in Certain Circumstances

a. The State agrees that, not later than 120 days (or such other number of days as may be stated in the terms of the Bond or in the applicable Supplement) after delivery of a written demand and accompanying transfer documents to the principal corporate trust office of the Fiscal Agent in Canton, Massachusetts, together with the instruments required by Section 2.5.b and any Definitive Bond, it will redeem such Bond at the Redemption Price, under the following circumstances:  (i) upon the death of any natural person who was the original registered owner of the Bond or, in the event there is more than one original registered owner of the Bond, upon the death of the last surviving original registered owner; provided that the obligation of the State to redeem upon death shall cease and terminate and shall not apply when the Bond is owned by a transferee or assignee; (ii) upon the death of any natural person who owned such Bond through an XXX, Xxxx XXX or Xxxxx or H.R. 10 Plan; provided that the State may suspend or terminate the obligations to redeem on death set forth in clauses (i) and (ii) of this paragraph if, in the opinion of the State, a material number of these persons shall have died as a result of war, epidemic, catastrophe of nature or other disaster; or (iii) upon the termination of any Employee Benefit Plan which owned such Bond; unless, in the case of an XXX, Xxxx XXX or a Xxxxx or H.R. 10 Plan, the beneficiary or administrator of such plan advises the State or the Financial Corporation that it intends to transfer such plan to another plan in a “rollover” transaction, as such term is defined in Section 402 of the Code, within the time limit prescribed for such “rollover”.

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b. All Bonds redeemed pursuant to this Section 2.5 shall be accompanied by a written instrument of transfer in a form approved by the Fiscal Agent and such other documents required by the State or the Fiscal Agent.

c. Upon the redemption of any Bond for purchase by the State pursuant to this Section 2.5, the Fiscal Agent shall notify the State and the Financial Corporation in writing of such redemption and shall keep a current record, in full detail, of such redemption and shall make such record available to the State and the Financial Corporation.

d. All Bonds redeemed by the State pursuant to this Section 2.5 shall be held by the Fiscal Agent subject to the Direction of the State.

e. The Fiscal Agent shall at any time cancel and retire any Definitive Bond surrendered to it by the State for retirement if a Direction of the State directing such cancellation and retirement is delivered to the Fiscal Agent.

Section 2.6 Exchanges, Split-ups

a. Unless otherwise requested in a Direction of the State, no split-up, or exchange for smaller denominations, of any Bond which has been issued upon original subscription in the minimum denomination set forth in the applicable Supplement or designated for redemption shall be permitted.  All other exchanges and split-ups of Bonds shall be subject to such reasonable regulations and restrictions as the Fiscal Agent and the State may prescribe.

b. Each new Bond or Bonds delivered in exchange for any other Bond or Bonds shall carry all the rights to interest accrued and unpaid and to accrue which were carried by such other Bond or Bonds, if any.

c. All Definitive Bonds surrendered by the holders thereof for transfer or exchange, against which new Bonds are issued, shall be cancelled by the Fiscal Agent and delivered or disposed of upon a Direction of the State.

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Section 2.7 Charges to Bondholders upon Transfers, Purchases by State, Exchanges and Split-ups

Any exchange of temporary Bonds for Definitive Bonds pursuant to Section 2.3, any transfer of Bonds to a permissible transferee and any redemption of Bonds by the State pursuant to Section 2.5, and any exchange or split-up of Bonds pursuant to Section 2.6, shall be effected without charge to the Bondholder, except the payment of any stamp taxes or other governmental charges incident thereto, or as otherwise agreed in writing between the State and the Fiscal Agent or in a Direction of the State.

Section 2.8 Co-Owners of Bonds; Bonds Held by Minors

a. If any Bond shall have been issued in the names of more than one holder, the State or the Fiscal Agent, upon any transfer or surrender of said Bond pursuant to any provision of this Agreement (whether or not expressly required by such provision), may require the signature or confirmation of all such holders, or, in the case of payment thereof, make payment in the names of all such holders.

x. Xxxxx shall not be issued in the name of a minor, either individually or as a joint or co-owner. However, if any Bonds shall have been mistakenly issued in the name of a minor or in the names of a minor together with any other person, the State or the Fiscal Agent, upon any transfer or surrender of such Bond pursuant to any provision of this Agreement (whether or not expressly required by such provision) may act with respect to the minor upon the signature or confirmation of the legal guardian of said minor, or, in the event that no such legal guardian has been appointed, then upon the signature or confirmation of the parent or head of the household in which the minor resides, provided that such parent or head of household also executes such other documents as may be required by the State or the Fiscal Agent.

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Section 2.9 Mutilated, Lost, Stolen or Destroyed Bonds

If any Definitive Bond shall be mutilated, lost, stolen or destroyed (including any Definitive Bond mutilated, lost, stolen or destroyed prior to the delivery thereof by the Fiscal Agent to the owner), then, upon the production of such mutilated Definitive Bond, or upon the receipt of evidence satisfactory to the State and the Fiscal Agent of the loss, theft or destruction of such Definitive Bond, and upon receipt also of a surety bond satisfactory to the Fiscal Agent and the State and holding the Fiscal Agent and the State harmless. Absent notice to the Fiscal Agent that such Bonds have been acquired by a bona fide purchaser, the Fiscal Agent may, at its option and with the approval of the State, issue replacement Bonds for mutilated Bonds upon presentation thereof without such indemnity.  If so requested by the State, the Fiscal Agent shall accept indemnification from the State to issue replacement Bonds for those Bonds alleged to have been lost, stolen or destroyed in lieu of an open penalty surety bond.

The State in its discretion (evidenced by a Direction of the State delivered to the Fiscal Agent) may execute, and thereupon the Fiscal Agent shall countersign and deliver, in accordance with Section 2.4.e, a new Definitive Bond of like tenor in exchange for, and upon cancellation of, the mutilated Definitive Bond or in lieu of the Definitive Bond so lost, stolen or destroyed; or, if any such lost, stolen or destroyed Definitive Bond shall have matured or be about to mature, instead of issuing a substituted Definitive Bond, upon receipt of a Direction of the State, the Fiscal Agent may pay the same.  Any new Definitive Bond issued under this Section in lieu of any Definitive Bond alleged to have been lost, stolen or destroyed shall constitute an original contractual obligation of the State, whether or not the Definitive Bond alleged to have been lost, stolen or destroyed be at any time enforceable by anyone; and such new Definitive Bond shall be entitled to the benefits of this Agreement equally and ratably with all other Bonds issued hereunder.  The State and the Fiscal Agent, in their discretion, may place upon any such new Definitive Bond a distinguishing xxxx or a legend to comply with the rules of any securities exchange or to conform to any usage with respect thereto, or for any other reason or purpose, but such xxxx or legend shall in no respect affect the validity of such new Definitive Bond.  Unless otherwise determined by the State, all expenses in connection with procuring such indemnity and with the preparation, execution, countersigning and delivery of a new Definitive Bond shall be borne by the person claiming ownership of the Definitive Bond mutilated, destroyed, stolen or lost (except in respect of any Definitive Bond mutilated, destroyed, stolen or lost prior to the delivery thereof by the Fiscal Agent to the owner, for which evidence satisfactory to the State and the Fiscal Agent shall have been received).

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Section 2.10 Execution of Definitive Bonds

Definitive Bonds shall be executed on behalf of the State with the signatures of its Prime Minister and its Minister of Finance, or of the Chief Fiscal Officer for the Western Hemisphere of the Ministry of Finance and the Deputy Fiscal Officer for the Western Hemisphere of the Ministry of Finance, any or both of which may be manual or facsimile, and shall bear the State Seal or State Emblem or a facsimile of either.  The State may use the signature of any person who shall have been its Prime Minister, Minister of Finance, the Chief Fiscal Officer for the Western Hemisphere of the Ministry of Finance or the Deputy Fiscal Officer for the Western Hemisphere of the Ministry of Finance, at any time notwithstanding the fact that such person may have ceased to hold such office at the time when the Definitive Bonds shall actually be countersigned and issued as herein provided or may have assumed such office after the date shown on the Definitive Bonds.

Section 2.11 Validation by Fiscal Agent

Only such Bonds as shall be validated by an authorized officer of the Fiscal Agent (either by delivery of an official confirmation in the case of book-entry Bonds pursuant to Section 2.3.a. above, or by manually countersigning the Bonds in the case of Definitive Bonds) shall be issued as herein provided.  Such validation by an authorized officer of the Fiscal Agent upon any outstanding Bond shall be conclusive evidence that such Bond has been duly issued hereunder.  No representation shall be implied from such validation other than the representation that the Fiscal Agent has not validated Bonds in excess of the aggregate principal amount provided in the applicable Supplement, or Bonds issued in substitution therefor or in replacement thereof as herein provided.

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Section 2.12 Registration, Registration of Transfer or Exchange

a. The State shall cause to be kept, in the City of Canton, Massachusetts, a register for each issue of Bonds, (the “Bond Register”). The State shall provide for the registration of Bonds and of permissible transfers and exchanges of Bonds, and may appoint one or more Bond Registrars.  The Fiscal Agent is hereby appointed the initial Bond Registrar for the purpose of registering Bonds and transfer and exchanges of Bonds as herein provided.

b. The Fiscal Agent shall not be required (i) to issue or register the transfer or exchange of any Bond during the period beginning at the opening of business 15 days before the day of mailing of notice of redemption of Bonds selected for redemption under Section 5.2 and ending at the close of business on the day of such mailing or (ii) to register the transfer or exchange of any Bonds so selected for redemption, in whole or in part, except the unredeemed portion of Bonds being redeemed in part.

ARTICLE III

Issue of Bonds

Section 3.1 Procedures on Issuance

Except as otherwise provided in Article II hereof, Bonds shall be issuable hereunder only as follows:

a. Prior to the issuance of any Bonds of an issue, the State and the Fiscal Agent shall have executed the applicable Supplement, and the Fiscal Agent shall have received such opinions and certificates as the Fiscal Agent may reasonably request, including, if applicable, certificates with respect to Code Sections 1272 and 1273.

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b. The Fiscal Agent shall, from time to time, issue Bonds in such authorized denominations and in such aggregate principal amounts as shall be specified in Directions of the Financial Corporation, but the aggregate amounts of Bonds so issued shall not exceed the aggregate principal amount set forth in the applicable Supplement, excluding Bonds validated pursuant to Section 2.9.

c. Subscriptions for the Bonds shall be made in accordance with regulations prescribed by the Financial Corporation on subscription forms (the general form of which shall have been approved by the State, the Fiscal Agent and the Financial Corporation), in each case appropriately completed and executed and accompanied by the subscription price.  A subscription shall be deemed to have been accepted as of the date upon which the completed subscription forms and the purchase price are actually received in form acceptable to the Fiscal Agent or to the Financial Corporation on behalf of the Fiscal Agent.

d. If the subscription price of any Bonds is paid to the Fiscal Agent in a currency other than the currency in which the Bonds are to be issued, the Fiscal Agent will convert the subscription price and execute the purchase of required currency funds at the prevailing rate of exchange on the date of its receipt of the subscription price or, if it is not practicable for the Fiscal Agent to purchase the required currency on such date of receipt, then it will purchase the required currency at the prevailing rate of exchange as soon thereafter as is practicable.   The Fiscal Agent shall have no responsibility or liability for any fluctuation of the rate of exchange which may result in any diminution of the subscription price deposited.  The State acknowledges that any such exchange rate may take into account any premium and other reasonable costs of exchange.

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e. The Fiscal Agent shall deliver each Definitive Bond (or book-entry confirmation) to the appropriate owner and shall register the name of each owner in the Bond Register.

f. Except as otherwise provided in a Direction of the State, each Friday, the Fiscal Agent shall transfer the subscription funds in respect of which Bonds were issued through the close of business day on the preceding Thursday into an account to be designated by the State provided that such day is a Business Day in Canton, Massachusetts.  Pending such transfer, the Fiscal Agent shall hold such funds in an interest bearing account for the benefit of the State, and the earnings thereon shall be payable to the State monthly.

Section 3.2 Subscription Procedures

a. In all matters relating to the manner of effecting subscriptions for the Bonds and to the issue of the Bonds, the Fiscal Agent shall act at all times in accordance with Directions of the State, except that the Fiscal Agent may rely upon Directions of the Financial Corporation as to individual subscription issues, not otherwise provided for in this Agreement.

b. Except as specifically provided herein, the procedures on issuance and the subscription procedures hereinabove set forth may be changed generally or in particular countries by a Direction of the State.

ARTICLE IV

Payment of Bonds

Section 4.1 Bond Payments

a. The State will deposit with the Fiscal Agent (to be held and applied by the Fiscal Agent for the payment of interest, principal or Redemption Price, as the case may be, subject to Section 7.1.c hereof):  (i) for interest-bearing Bonds, on each Interest Payment Date of the Bonds, an amount in immediately available funds sufficient to pay, on such Interest Payment Date, 100% of the interest to be due on all Bonds then outstanding; (ii) on maturity and each redemption date of the Bonds, as the case may be, an amount in immediately available funds which, together with any amounts then held by the Fiscal Agent and available for the payment thereof, shall be equal to 100% of the entire amount of the principal or Redemption Price to be due on all the Bonds then outstanding and maturing or being redeemed, respectively, on such maturity or redemption date.

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b. In the event the date of any payment hereunder, for interest, redemption or maturity, is not a Business Day, payment may be made on the next succeeding Business Day, and no interest shall accrue for the intervening period.

Section 4.2 Manner of Deposits

Any deposit made or to be made by the State with the Fiscal Agent under Section 4.1 shall be made in the manner described in Section 7.1, and shall be subject to the terms thereof.

Section 4.3 Cancellation of Definitive Bonds

All Definitive Bonds when paid, whether at maturity or upon redemption, shall be delivered to the Fiscal Agent, and, if not already cancelled, shall be promptly cancelled and delivered or disposed of upon a Direction of the State.

ARTICLE V

Redemption at Option of the State

Section 5.1 Bonds Subject to Redemption

Unless otherwise provided in the terms of the Bonds or the applicable Supplement, the Bonds shall be subject to redemption at the option of the State, in accordance with the provisions of this Article V.

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Section 5.2 Selection of Bonds to Be Redeemed

Subject to any further limitations set forth in the terms of the Bonds or the applicable Supplement:

a. The Bonds shall be redeemable as a whole, or from time to time in part, provided that redemption is made for all Bonds of an issue bearing the same Issue Date, but for interest-bearing Bonds, any partial redemption may be made only on an Interest Payment Date.  In case of a partial redemption of Bonds, the Bonds to be redeemed shall not be selected by lot, but by one or more groups, each group comprising all of the Bonds of the same issue with the same Issue Date.  No Bonds of any issue may be redeemed under this Article unless the Bonds of such issues having all prior Issue Dates shall have been called for redemption.

b. The Bonds shall be redeemed at the Redemption Price.

Section 5.3 Designation of Bonds to Be Redeemed

The option of the State to redeem Bonds shall be evidenced by a Direction of the State delivered to the Fiscal Agent at least 60 days prior to the redemption date (or such shorter period as shall be acceptable to the Fiscal Agent) specifying the redemption date, the issue and Issue Date of Bonds to be redeemed.  The Bonds to be redeemed shall be deemed to have been designated for redemption upon the receipt by the Fiscal Agent of such Direction of the State.  No such Direction of the State may be revoked after the first mailing of notice of redemption pursuant to Section 5.4.

Section 5.4 Redemption Notice

Notice of redemption shall be mailed by the Fiscal Agent in the name of the State, first-class, postage paid, not less than 30 nor more than 60 days prior to the redemption date to each holder of Bonds designated for redemption as such holder’s name and address appear on the Bond Register.  The notice of redemption shall state:

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a. The redemption date;

b. In case all the Bonds are to be redeemed, that all the Bonds are to be redeemed;

c. In the case of a redemption of an issue or group thereof of Bonds, a description of the issue or group thereof of Bonds that are to be redeemed;

d. The Redemption Price of the Bonds to be redeemed;

e. That on the redemption date no holder of any Bond called for redemption shall be entitled to any payment in excess of the Redemption Price; and that on said date the Redemption Price of the Bonds will become due and payable upon each of the Bonds called for redemption; and

f. The place or places where any Definitive Bonds to be redeemed are to be surrendered for payment of the Redemption Price.

Section 5.5 Redeemed Bonds Due on Redemption Date

Notice having been given as aforesaid, the Bonds which are to be redeemed shall, on the redemption date stated in such notice, become due and payable at the Redemption Price therein specified.  Unless the Redemption Price shall not have been deposited with the Fiscal Agent, from and after said redemption date, no holder of any Bond called for redemption shall be entitled to any payment in excess of the Redemption Price.  On the redemption date (or, in the case of Definitive Bonds, upon surrender of the Definitive Bonds to be redeemed in accordance with such notice), all redeemed Bonds shall be paid by the State at the Redemption Price.  If the Redemption Price shall not be paid on such date, then interest-bearing Bonds shall continue to bear interest at the rate prescribed in the terms of such Bonds, and non interest-bearing Bonds shall continue to be payable at their Maturity Amount on their maturity date, as if such Bonds had not been called for redemption.

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ARTICLE VI

Fiscal Agent

Section 6.1 Regarding the Fiscal Agent

The acceptance of its appointment hereunder by the Fiscal Agent shall be subject to the following terms and conditions:

a. The recitals herein and in the Bonds shall be taken as the statements of the State and shall not be considered as made by the Fiscal Agent.

b. Standard Services.  The Fiscal Agent shall perform the Services set forth in this Agreement.

c. Internet Services. The Fiscal Agent shall make available to the State and Bondholders, through xxx.xxxxxxxxxxxxx.xxx (“Web Site”), online access to certain Account and Bondholder information and certain transaction capabilities (“Internet Services”), subject to the Fiscal Agent’s security procedures and the terms and conditions set forth herein and on the Web Site, and as further described in Schedule A hereto.  Unless arising from negligence or willful misconduct of the Fiscal Agent, the Fiscal Agent shall not be held liable for any failure in the operation of the Internet Services, communications or access to software, including any malfunction, delay, inaccuracy or incompleteness of financial information displayed in the Web Site.

d. Proprietary Information.  The State agrees that the databases, programs, screen and report formats, interactive design techniques, software (including methods or concepts used therein, source code, object code, or related technical information) and documentation manuals furnished to the State by the Fiscal Agent as part of the Services shall be under the control and ownership of the Fiscal Agent or a third party (including its affiliates) and constitutes copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”).  In no event shall Proprietary Information include any Bondholder Data, which will remain under the sole ownership of the State.  The State agrees that Proprietary Information is of substantial value to the Fiscal Agent or other third party and will treat all Proprietary Information as confidential in accordance with Section 9.3 of this Agreement.  The State shall take reasonable efforts to advise its employees and agents of its obligations pursuant to this Section 6.1.d.

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e. Third Party Content.  The Fiscal Agent may obtain certain data included in the Services from third parties, and such third parties are solely responsible for the contents of such data and the State agrees to make no claim against the Fiscal Agent arising out of the contents of such data, including, but not limited to, the accuracy thereof.

f. The Fiscal Agent in acting hereunder shall act solely as agent of the State and shall not assume any fiduciary or other relationship of agency or trust for or with any of the holders of the Bonds; provided that with respect to the holding, investing and returning of Deposited Cash and earnings thereon to the State, the Fiscal Agent shall act as a trustee for the benefit of the State.  The Fiscal Agent with respect to any matter for which no provision is made herein may rely on instructions, not inconsistent with the provisions hereof, contained in a Direction of the State.  Upon written request of the Fiscal Agent, the State shall clarify any such instructions which the Fiscal Agent finds unclear.  The Fiscal Agent shall not be obligated, however, to comply with any instructions of the State, if such compliance would, in its opinion evidenced in a written detailed statement provided to the State, involve it in unreasonable risk or liability, unless the Fiscal Agent is indemnified to its reasonable satisfaction.

g. The Fiscal Agent shall not be required to perform any services or be subject to any duties, except as expressly provided herein or in Direction of the State or as reasonably relates to its duties.

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h. The Fiscal Agent may act upon any document reasonably believed by it in good faith to be genuine and to be signed by the proper party or parties, including without limitation with respect to (i) the transfer of Bonds in accordance with Section 2.4 hereof pursuant to a Direction of the State or on the basis of written representations of transferors as to the matters set forth in Section 2.4, or (ii) the purchase of Bonds by the State on the basis of a written instrument of transfer in accordance with Section 2.5 hereof.

i. The Fiscal Agent shall not be liable to the State or the Financial Corporation in connection with rendering services hereunder, except for its negligent act or omission, willful misconduct, breach of the provisions of this Agreement or failure to comply with any laws, rules and/or regulations applicable to the Fiscal Agent (including, without limitation, regulations of the SEC).  The Fiscal Agent makes no representation as to the validity of this Agreement or as to the security afforded hereby or as to the validity of the Bonds issued hereunder.

j. The State will pay to the Fiscal Agent the fees and out-of-pocket expenses for Services performed pursuant to this Agreement as set forth in a fee letter, to be mutually agreed by the parties (the “Fee Letter”), for the Term of this Agreement (as defined in Section 9.12 herein).

k. The State agrees to pay all fees and reimbursable expenses within 30 days of the date of the respective billing notice, except for any fees or expenses that are subject to good faith dispute.  In the event of such dispute, the State must promptly notify the Fiscal Agent of such dispute and may only withhold that portion of the fee or expense subject to such dispute.  The State shall settle such disputed amounts within five (5) business days of the date on which the parties agree on the amount to be paid by payment of the agreed amount.  If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

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l. The State agrees to indemnify and save harmless the Fiscal Agent against and from: (i) any and all losses, claims, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability or damages (collectively, “Losses”) which it may incur or sustain in good faith, except for (x) acts or omissions proximately resulting in Losses involving negligence, willful misconduct or breach of the provisions of this Agreement, (y) any claims brought by the State against the Fiscal Agent or by the Fiscal Agent against the State, or (z) a failure of the Fiscal Agent to comply with laws, rules and/or regulations applicable to the Fiscal Agent; (ii) all actions of the Fiscal Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without negligence or willful misconduct; (iii) the reasonable reliance on or use by the Fiscal Agent or its agents or subcontractors of any (1) information records, data, and documents which have been prepared and/or maintained by the State or any other person or firm on behalf of the State, including any former fiscal agent, transfer agent or registrar, and provided to the Fiscal Agent or its agents or subcontractors; (2) paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Bondholders and their authorized agents or representatives (e.g., power of attorney); and (3) electronic instructions from the State or Bondholders and their authorized agents or representatives (e.g., power of attorney) submitted through Internet Services or any other electronic means pursuant to security procedures established by the Fiscal Agent; (iv) the negotiation and processing of all checks, including checks that are tendered to the Fiscal Agent for the purchase of Bonds, without negligence or willful misconduct; and (v) the recognition, acceptance, or processing by the Fiscal Agent of bond certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the State, and the proper countersignature of any former fiscal agent or transfer agent or registrar, or of a co-fiscal agent or co-transfer agent or a co-registrar.

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m. The Fiscal Agent may employ and consult counsel satisfactory to it, including in-house counsel, and the opinion of such counsel shall be full and complete protection in respect of any action taken, suffered or omitted by it hereunder in good faith.  Subject to the State’s prior written approval, such approval not to be unreasonably withheld, the reasonable costs of such opinion of outside counsel shall be borne by the State, in case the advice was sought with respect to: (i) any material change in law or regulations applicable to the performance of the Services by the Fiscal Agent under this Agreement; or (ii) any request by the State for changes, omissions or additions to the Services provided by the Fiscal Agent under this Agreement.

n. The Fiscal Agent shall in no event incur any liability or responsibility to any owner of a Bond or any other person on account of any cancellation, exchange, payment or transfer of any Bond in accordance with a Direction of the State pursuant to Section 2.4(h).

o. The provisions of subsections (d), (e), (g), (h) and (i) of this Section 6.1 shall survive the termination of this Agreement, or the removal or resignation of the Fiscal Agent, as the case may be.

p. From time to time, the State may provide the Fiscal Agent with instructions concerning the Services.  In addition, at any time the Fiscal Agent may apply to any officer of the State for instruction, and may consult with legal counsel for the State with respect to any matter arising in connection with the Services to be performed by the Fiscal Agent under this Agreement.  The Fiscal Agent and its agents and subcontractors shall not be liable and shall be indemnified by the State for any action taken or omitted by the Fiscal Agent in reliance upon any instructions by a duly authorized representative of the State, or upon the advice or opinion of such counsel.  The Fiscal Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the State.

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q. No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

r. No party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages.

Section 6.2 Reports and Audit Rights; Duties of Fiscal Agent

a. The Fiscal Agent shall maintain books, records, documents and other evidence of accounting procedures and practices, which sufficiently and properly reflect all transactions and other activities undertaken in connection with its performance under this Agreement, in accordance with all applicable rules and regulations (including scanning and bar-coding documents) and in a form that is accessible to the State and the Financial Corporation, for at least ten (10) years after the transaction date, or, if this agreement expiries or is terminated prior to that time, the Fiscal Agent shall transfer such records to the successor fiscal agent or otherwise at the Direction of State.  Such record keeping may include electronic form.

b. The Fiscal Agent shall provide the State and the Financial Corporation with all the reports described in Schedule C hereto, as well as the Fiscal Agent’s annual SAS 70 report, and any financial or other reports, as may be reasonably requested by the State from time to time.

c. Upon reasonable notice, the State, the Financial Corporation and their duly authorized representatives shall have access to the books, documents, papers, working papers, plans and records (including computer records) of the Fiscal Agent, which relate to or pertain to this Agreement and its performance for purposes which include, but shall not be limited to, reviewing performance and compliance with the Agreement, and making audit, examination, excerpts and transcripts.  Such access shall also be made available for a period of five (5) years from the resignation or removal of the Fiscal Agent, as the case may be.

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d. Without limitation to the above, the State shall have the right to retain, from time to time and no more than annually, at its cost, an independent auditor to review the Fiscal Agent’s records relating to the Services provided hereunder.  The Fiscal Agent shall provide the auditor with full access, upon reasonable notice and at reasonable times, to such records and cooperate with the State in order to complete the audit in a timely and efficient manner.  The State agrees to compensate the Fiscal Agent for all out-of pocket expenses incurred in connection with the State’s audit or exam and compensate the Fiscal Agent for the time each of the Fiscal Agent’s employees are required to assist such exam or audit at the time of the exam or audit; provided however at no time shall the State be charged for the time incurred by the Fiscal Agent’s (x) account management (including all personnel regularly involved in servicing the State’s accounts), or (y) internal audit employees.

e. The Fiscal Agent shall convene management meetings with the State and the Financial Corporation which will be held at least quarterly.

f. The Fiscal Agent shall promptly notify the State and the Financial Corporation regarding any material issues encountered with Bondholders or any problematic or questionable transactions (for example, transactions involving incorrect paperwork, missing documentation, duplications, etc).

g. The Fiscal Agent shall carry out all acts as may be necessary to give effect to the terms of the Bonds with respect to payment, transfer, validation, registration, cancellation and replacement, including (i) retaining all forms or appropriate tax certification provided by or on behalf of the Bondholders necessary to exempt such Bondholders from withholding tax under the Code, (ii) preparing and mailing to Bondholders and (iii) filing with the U.S. Internal Revenue Service applicable forms or reports with respect to any payments made by the Fiscal Agent hereunder. The Fiscal Agent shall withhold and remit any withholding tax required to be withheld from any payments to Bondholders who have not supplied the required certification specified in clause (i) above.

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Section 6.3 Account Manager

The Fiscal Agent shall appoint an individual, reasonably satisfactory to the State and the Financial Corporation, who will be the Account Manager for the State account.  The Fiscal Agent’s Account Manager will be the principal point of contact for the State and the Financial Corporation concerning the Fiscal Agent’s performance hereunder.  The Fiscal Agent’s Account Manager will also serve as the focal point for business and operational matters, support coordination, and administrative activities and will be responsible for the immediate and prudent resolution of any and all issues arising out of the performance of this Agreement or due to any change in applicable regulations.  The Fiscal Agent shall notify the State in writing when there is a change in staffing and a new Account Manager is assigned.

Section 6.4 Resignation or Removal of Fiscal Agent

The Fiscal Agent may at any time resign by giving to the State notice of such resignation in the manner hereinafter provided.  The Fiscal Agent may be removed at any time by the delivery to the Fiscal Agent of a Direction of the State.  The Direction of the State shall specify if the removal is for all outstanding and future issues, for certain outstanding issues and not for others, or for future issues only.  Such resignation or removal shall take effect upon the appointment by the State, as hereinafter provided, of a successor fiscal agent.  During the period until such resignation or removal shall take effect, the Fiscal Agent shall continue to be subject to its duties hereunder and provide the State with uninterrupted services for the same compensation as in effect prior to such notice of resignation or removal by a Direction of the State.  In addition, the Fiscal Agent shall provide the State and any successor fiscal agent with assistance and support during a transitional period, as provided in Section 6.7 below. Except for any transitional fees pursuant to Section 6.6 below, the Fiscal Agent shall not be entitled to any fees after the effective date of the Resignation or Removal.

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Section 6.5 Appointment of Successor Fiscal Agent

If at any time the Fiscal Agent shall resign or be removed or become unable to act as Fiscal Agent, the State will appoint a successor fiscal agent hereunder.  Such appointment shall be evidenced by a Direction of the State delivered to the new fiscal agent.  The State shall give notice to the retiring Fiscal Agent of such appointment before such appointment shall become effective.  The State shall also give notice of such appointment to Bondholders by appropriate means determined by the State, but the failure to give such notice shall not affect the sufficiency of such appointment.  Until the appointment of a successor fiscal agent has become effective, the retiring Fiscal Agent shall continue to perform its duties hereunder for the same compensation as in effect at that time.  After the appointment of a successor fiscal agent has become effective, the retiring Fiscal Agent shall, subject to the provisions of Section 6.7 below, cease to act as such hereunder, and upon payment of its compensation and expenses then unpaid, shall deliver and pay over to its successor any and all monies and other property then in its possession hereunder as such Fiscal Agent.  If a notice of the appointment of a successor fiscal agent shall not have been delivered to the retiring Fiscal Agent within six months after giving of such notice of resignation, the resigning Fiscal Agent may petition any court of competent jurisdiction for the appointment of a successor fiscal agent.  In the event such court of competent jurisdiction refuses to appoint a successor fiscal agent, the Fiscal Agent may resign, effective immediately.

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Any corporation into which the Fiscal Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Fiscal Agent shall be a party or any corporation to which all the business and assets of the Fiscal Agent may be transferred shall be a successor fiscal agent hereunder without further act.

Section 6.6 Transitional Period

In the event of resignation or removal of the Fiscal Agent, the Fiscal Agent shall fully cooperate with the State and the successor fiscal agent and take all reasonable and prudent measures to facilitate an orderly transition of its duties hereunder, including without limitation, with respect to the conversion and transfer of records (paper and electronic) and customer support.  The State shall pay the Fiscal Agent for services provided in such transitional period a fee mutually agreed upon by the parties, provided however that such fee shall not exceed the compensation in effect prior to the resignation or removal.

Section 6.7 Adoption of Countersignature

Any successor fiscal agent may adopt the countersignature of any predecessor Fiscal Agent or may countersign Definitive Bonds in the name of any predecessor Fiscal Agent or in its name and may deliver Definitive Bonds so countersigned, all with like effect as if Bonds so countersigned had been countersigned and delivered by the predecessor Fiscal Agent.

ARTICLE VII

Procedure for Payment of Principal, Interest or Maturity Amount

Section 7.1 Monies Deposited for Payment of Principal, Interest or Maturity Amount

a. Whenever the State desires to or is required to deposit monies with the Fiscal Agent for application to the payment of the principal or Maturity Amount of, or interest, if any, on the Bonds or in connection with any redemption of Bonds, the State shall deposit with the Fiscal Agent, in accordance with Section 4.1, an amount of money sufficient for said purpose or purposes (the monies so deposited under this paragraph being hereinafter called “Deposited Cash”).

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b. All Deposited Cash held by the Fiscal Agent for the purpose or purposes of paragraph (a) of this Section 7.1 shall be held subject to the right of the State to require that such Deposited Cash be paid upon the Direction of the State in accordance with Section 7.3.b hereof.

c. Any Deposited Cash remaining unclaimed at the end of six months after such monies shall have become due and payable in accordance with the terms and conditions of the Bonds, including, without limitation, Deposited Cash covered by outstanding checks that were issued by the Fiscal Agent to Bondholders and which remain uncashed for over six months for any reason whatsoever, shall then be promptly, and without demand from the State, paid to the State, and upon such payment any obligation of the Fiscal Agent with respect thereto shall cease. Compliance with any unclaimed property or escheatment legislation which may require payment or reporting to any state, governmental authority or otherwise prior to or following payment to the State after such six month period, shall be the sole responsibility of the State. Nothing contained in this Section 7.1.c shall affect the rights of the Bondholders to make demand upon the State for any monies as may be due them; and, in such event, payment shall be made by the Fiscal Agent, with funds provided to the Fiscal Agent by the State, and such payment to Bondholders shall be made at a corporate trust office of the Fiscal Agent in Canton, Massachusetts.

Section 7.2 Investment of Deposited Cash

a. Any Deposited Cash held by the Fiscal Agent, until required for payment to Bondholders in accordance with this Agreement or required to be remitted to other Paying Agents in accordance with Section 7.3.b, including, without limitation, Deposited Cash covered by outstanding checks that were issued by the Fiscal Agent to Bondholders and not yet cashed, shall be held in trust for the benefit of the State by the Fiscal Agent and be invested or reinvested in a Trust Account of the Fiscal Agent unless the Fiscal Agent is otherwise directed, as evidenced by a Direction of the State, to invest such funds in direct obligations of the United States of America (“Government Securities”) or in time deposits with such bank as may be determined by the State and the Fiscal Agent.

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b. Whenever, in the opinion of the Fiscal Agent, funds are needed for payment to Bondholders in accordance with the provisions of this Agreement or for remittance to other Paying Agents, if any, in accordance with a Direction of the State as provided in Section 7.3.b, the Fiscal Agent shall withdraw from the Trust Account, or if Deposited Cash is invested in Government Securities or time deposits, shall sell such Government Securities or time deposits, as in its judgment will make available sufficient Deposited Cash to effect payments to Bondholders upon presentation of Bonds, or to effect such remittances to other Paying Agents and add to Deposited Cash the proceeds of any such sale of Government Securities or time deposits, including any interest or profit realized thereon.  If at any time additional Deposited Cash is needed for payment to Bondholders or to effect remittances to other Paying Agents and it is not available from the Trust Account, sales of Government Securities or maturing time deposits, the Fiscal Agent shall notify the State of the amount of additional funds so required and the time when required, and the State shall deposit with the Fiscal Agent within the time required the additional funds in the amount specified in such notice.  The State may, by a Direction of the State, require the Fiscal Agent to, from time to time, pay over to the State from Deposited Cash such Deposited Cash which is not needed for payment to Bondholders or for remittances to other Paying Agents.

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c. The Fiscal Agent shall restore to Deposited Cash out of compensation earned or interest or other profit realized upon any investment of Deposited Cash permitted by this Agreement an amount equal to any loss of principal incident to the sale or redemption of any Government Securities or time deposits for a sum less than the amount paid therefor..  In the event no such compensation, interest or profit is available to make up any such loss, the State will pay an amount equal thereto to the Fiscal Agent upon request.

d. Deposited Cash held in a Trust Account shall earn compensation at the rate set forth in the Fee Letter, for the benefit of the State. Any compensation earned on Deposited Cash held in a Trust Account shall, on the first Business Day following any month in which such Deposited Cash is held in the Trust Account, be transferred by the Fiscal Agent to an account designated by the State.  Any interest or other profit realized upon any investment of Deposited Cash in Government Securities and time deposits shall, on the day the given investment matures, be transferred by the Fiscal Agent to an account designated by the State.

e. The Fiscal Agent shall not be liable for any loss upon any investment permitted by this Section 7.2 or to obtain or pay any particular rate of interest on any investment in Government Securities.

f. Subject to the provisions of Section 7.2.d. herein, the State acknowledges that the Trust Accounts maintained by the Fiscal Agent in connection with the Services will be in the name of CI in trust for the State, and that CI may receive investment earnings in excess of the amount of compensation payable to the State pursuant to Section 7.2.d. hereof, in connection with the investment, at CI’s risk and for its benefit of funds held in those accounts from time to time.

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Section 7.3 Additional Paying Agents

a. The State may from time to time, by a Direction of the State, designate one or more financial institutions as agents of the State for the payment of the principal or Maturity Amount of, or interest, if any, on the Bonds or in connection with any redemption of Bonds (“Paying Agents”) and any funds deposited with such Paying Agents shall be held by them subject to the applicable provisions of this Agreement.  Any Paying Agent may be removed at any time by delivery to it of a Direction of the State.  Upon its resignation or removal, a Paying Agent shall promptly account for and return to the Fiscal Agent all funds held by it for payment to Bondholders in accordance with the provisions of this Agreement.

b. From Deposited Cash held by it, the Fiscal Agent shall remit to Paying Agents designated by the State such sums as shall be specified from time to time in Directions of the State for the purposes set forth in such Directions.  From and after its remittance to Paying Agents in accordance with such Direction of the State, the Fiscal Agent shall have no responsibility or obligation to the State, any Bondholder or other person with respect to the funds so remitted.  Any funds returned by a Paying Agent to the Fiscal Agent in accordance with subparagraph (a) of this Section 7.3 shall be held by it subject to all of the applicable provisions of this Agreement.

ARTICLE VIII

Representations and Warranties

Section 8.1 Fiscal Agent

a. Each of CI and CTCNA, jointly and severally, represents and warrants to the State that:

b. Governance.  CTCNA is a federally chartered trust company duly organized, validly existing, and in good standing under the laws of the United States and CI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and each has full power, authority and legal right to execute, deliver and perform this Agreement.

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c. Compliance with Laws.  The execution, delivery and performance of this Agreement by the Fiscal Agent has been duly authorized by all necessary action and constitutes the legal, valid and binding obligation of the Fiscal Agent enforceable against the Fiscal Agent in accordance with its terms and will not violate, conflict with or result in the breach of any material term, condition or provision of, or require the consent of any other party to (i) any existing law, ordinance, or governmental rule or regulation to which the Fiscal Agent is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Fiscal Agent, (iii) Fiscal Agent’s incorporation documents or by-laws, or (iv) any material agreement to which Fiscal Agent is a party.

Section 8.2 The State

a. The State represents and warrants to the Fiscal Agent that:

b. Compliance with Laws.  The execution, delivery and performance of this Agreement by the State has been duly authorized by all necessary action and constitutes the legal, valid and binding obligation of the State enforceable against the State in accordance with its terms.

c. Securities Act of 1933.  With respect to Bonds to be held in the United States, a registration statement under the 1933 Act has been filed and is currently effective, or will be effective prior to the sale of any Bonds, and will remain so effective, and all appropriate state securities law filings have been made with respect to all Bonds being offered for sale except for any Bonds which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act and state securities laws; the State will immediately notify the Fiscal Agent of any information to the contrary.

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ARTICLE IX

Miscellaneous Provisions

Section 9.1 Notices

a. When, pursuant to any of the provisions of this Agreement, any notice or other communication is required or permitted to be given or sent by any party to any other, the same shall be deemed sufficiently given or sent if given or sent in writing as follows:

b. To the State, by delivering the same to the Chief Fiscal Officer of the Ministry of Finance for the Western Hemisphere, as representative of the State, at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other address as may be given to the Fiscal Agent and the Financial Corporation by notice in writing), or by mailing the same by registered mail in the United States, postage prepaid, addressed to the State at the said address;

c. To the Fiscal Agent, by delivering the same to it, at its principal corporate trust office at 000 Xxxxxx Xx., Xxxxxx, XX 00000 (or such other address as may be given to the State and the Financial Corporation by notice in writing), postage prepaid; and

d. To the Financial Corporation, by delivering the same to Development Corporation for Israel, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, attention:  Chief Financial Officer (or at such other address as may be given to the State and the Fiscal Agent by notice in writing), or by mailing the same by registered mail in the United States, postage prepaid, addressed to the Financial Corporation at its said address.

e. A copy of each Direction of the State of any character, and of any request by any Bondholder for inspection pursuant to this Section, delivered to the Fiscal Agent, shall be furnished simultaneously to the Financial Corporation.

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Section 9.2 Amendments and Waivers

a. This Agreement may be amended by mutual consent of the parties hereto, provided that in the judgment of the State and the Fiscal Agent, any such amendment does not materially and adversely affect the interests of any Bondholders.  No amendment of any provision of this Agreement shall be valid unless made in writing and signed by the State and the Fiscal Agent.  No delay or failure on the part of any party in exercising any right or remedy hereunder, or at law or at equity, shall operate as a waiver of or preclude the exercise of such right or remedy or of any other right or remedy.  No waiver by any party shall be effective unless in writing signed by such party.  A waiver on any one occasion shall not be construed as a waiver of any such right or remedy on any prior or subsequent occasion.

Section 9.3 Confidentiality

a. The Fiscal Agent may, in the course of performing the Services hereunder, have in its possession information relating to financial, accounting and investment matters of the State, the Financial Corporation and Bondholders, including any information (whether financial or administrative) concerning the holders and holdings of purchasers of securities issued by the State.  All such information (except information publicly available from another source) is confidential and unless permitted pursuant to a Direction of the State, the Fiscal Agent shall not disclose such information, directly or indirectly, to any party, its counsel or any representatives, or use it in any way, except (a) for the performance of the Services hereunder, or (b) as required by applicable law or regulation.

b. The State agrees to keep to the same extent of confidence the Fiscal Agent’s Proprietary Information, and not disclose such information, directly or indirectly, to any party, its counsel or any representatives, or use it in any way, except (a) for the performance of this Agreement, or (b) as required by applicable law, regulation or public policy.

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Section 9.4 Subcontract and Assignment

a. Except as otherwise provided in this Agreement, the Fiscal Agent shall not subcontract or assign any of its obligations under this Agreement without the prior written consent of the State.

b. The Fiscal Agent may provide for part of the Services under this Agreement to be provided by its affiliates, as long as the Fiscal Agent remains at all times responsible for the performance of such Services.  Subject to the State’s prior written approval, the Fiscal Agent may subcontract part of the Services under this Agreement to non-affiliates, in such case the Fiscal Agent shall provide the State with a prior written notice, describing (i) the legal name of the non-affiliate, and (ii) the nature and scope of the Services to be subcontracted, including whether or not such services will include any access to Bondholder Data.  The Fiscal Agent shall remain at all times responsible for the performance of any of its affiliates, non-affiliates or subcontractors as provided in this Section 9.4.b., and to ensure that all requirements of the Agreement are completed, including without limitation, obtaining confidentiality agreements from all non-affiliates or subcontractors, requiring them to treat all Bondholder Data as confidential consistent with Section 9.3 of this Agreement.

c. Unaffiliated Third Parties.  Nothing herein shall impose any duty upon the Fiscal Agent in connection with or make the Fiscal Agent liable for the actions or omissions to act of unaffiliated third parties (other than subcontractors referenced in b. above) such as, by way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies, provided, if the Fiscal Agent selected such company, the Fiscal Agent exercised due care in selecting the same.

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Section 9.5 Advertising

a. The Fiscal Agent shall not advertise or publish information concerning this Agreement or the relationship hereunder in any form or media without prior written consent from the State.

Section 9.6 Other Fiscal Agents

a. The appointment of the Fiscal Agent hereunder shall not be deemed exclusive, and nothing contained herein shall limit the right of the State to appoint other Fiscal Agents for the issuance of securities or financial instruments including the Bonds.

Section 9.7 Existing Fiscal Agency Agreements

a. The State hereby appoints the Fiscal Agent and the Fiscal Agent accepts the appointment as successor fiscal agent under each of the Fiscal Agency Agreements enumerated in Schedule D hereto.  Each of such Fiscal Agency Agreements is amended and replaced in its entirety by this Agreement and the supplements listed in schedule D (copies of which shall be provided to the Fiscal Agent upon its request).  Notwithstanding Section 9.6 above the Fiscal Agent shall remain the Fiscal Agent for the Fiscal Agency Agreements in Schedule D unless this Agreement is terminated by the State under Section 9.12 b. below.

Section 9.8 Force Majeure

a. The Fiscal Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, transportation or communications service; accidents; labor disputes; acts of civil or military authority; governmental actions, or inability to obtain labor, material, equipment or transportation.

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Section 9.9 Entire Agreement

a. This Master Fiscal Agency Agreement consists of the following documents, which are attached and made a part of this Agreement, and together constitute the entire agreement between the parties:

(i) This Agreement, together with its Schedules.

(ii) The applicable Supplement and such Supplement’s exhibit(s).

b. This Agreement supersedes any prior understanding, agreements or representations by or between the parties regarding the subject matter hereof, written or oral.  Nothing contained herein is intended to affect the rights of any Bondholders with respect to any Bonds outstanding on the date hereof; provided, that if any provision of this Agreement is determined to materially and adversely affect the interests of any such Bondholder, then such provision shall be of no effect with respect to such Bondholders, and the applicable provisions of the Fiscal Agency Agreement with respect to such Bonds, as it existed immediately prior to the execution hereof, shall continue to apply.

Section 9.10 Governing Law

a. This Agreement has been executed and delivered in New York, New York, and is made pursuant to, and shall in all respects be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law.  The parties agree that all actions and proceedings arising out of this Agreement or any of the transactions contemplated hereby, shall be brought in the United States District Court for the Southern District of New York or in a New York State court in the County of New York and that in connection with any such action or proceeding, submit to the jurisdiction of and venue in such court.  Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counter claim arising out of this Agreement or the transactions contemplated hereby.  In respect of any proceedings which may be brought under this Agreement, Israel irrevocably agrees not to assert the defense of immunity on the grounds of sovereignty or otherwise from jurisdiction.

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Section 9.11 Counterparts

a. This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

Section 9.12 Term and Termination

a. Term; Appointment Date.  This Agreement shall come into full force and effect as of the date hereof, except for the appointment of Computershare as the Fiscal Agent, which shall only commence upon the conclusion of the transition period from the current fiscal agent appointed by the State (the “Appointment Date”), as shall be separately confirmed in writing by a Direction of the State or otherwise. From the date hereof until the Appointment Date, the Fiscal Agent will use its best efforts to assist and cooperate in the transition.  The State shall pay the Fiscal Agent all fees and payments provided for in the Fee Letter commencing on the Appointment Date.  The Agreement will have a term of ten (10) years beginning on the Appointment Date, and will be renewable for an additional period at the discretion of the State.

b. Termination.  This Agreement may be terminated:

(i) by the State, at any time, by providing the Fiscal Agent with a six (6) months prior written notice;

(ii) by any party, upon a material breach of a representation, covenant or term of this Agreement by any other party, which is not cured within a period not to exceed thirty (30) days after the date of written notice thereof.

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c. Early Termination.  Notwithstanding anything herein to the contrary, should the State terminate this Agreement prior to the expiration of the Term, for any reason, the State shall pay to the Fiscal Agent (i) the fees and expenses incurred as of the termination date, (ii) conversion costs and expenses incurred by the Fiscal Agent’s compliance with Section 6.6 of this Agreement, and (iii) a fixed amount mutually agreed by the parties in accordance with the Fee Letter, for each year remaining (pro-rated on a monthly basis for any period less than one year) from the termination date until the end of the Term, to be paid by the State in one (1) payment, upon demand by the Fiscal Agent but only after the full and successful completion of the transition of the Fiscal Agent’s services and duties, including conversion and transfer of all records and data, to the successor fiscal agent designated by the State.  If the State does not provide notice of early termination within the time period referenced in Section 9.12.b. of this Agreement, the Fiscal Agent shall make a good faith effort, but cannot guarantee, to convert the State’s records on the date requested by the State.  The amount calculable pursuant to Section 9.12.c.(iii) shall not apply if this Agreement is terminated by the State pursuant to Section 9.12.b.(ii) of this Agreement.  

Section 9.13 Assignment

Neither this Agreement nor any rights or obligations hereunder may be assigned by the State or the Fiscal Agent without the written consent of the other.

Section 9.14 Successors

All the covenants and provisions of this Agreement by or for the benefit of the State or the Fiscal Agent shall bind and inure to the benefit of their respective successors and permitted assigns hereunder.

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Section 9.15 Severability

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provision, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 9.16 Third Party Beneficiaries

The provisions of this Agreement are intended to benefit only Fiscal Agent, the State  and their respective permitted successors and assigns.  No rights shall be granted to any other person by virtue of this Agreement, and there are no third party beneficiaries hereof.

Section 9.17 Survival

All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets shall survive the termination or expiration of this Agreement.

Section 9.18 Priorities

In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in this Agreement and any schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

Section 9.19 No Strict Construction

The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all parties hereto, and no presumption or burden or proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

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Section 9.20 Descriptive Headings

Descriptive headings contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

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IN WITNESS WHEREOF, the State has caused this Master Fiscal Agency Agreement to be signed in its behalf by its Accountant General, the Chief Fiscal Officer and the Deputy Chief Fiscal Officer of the Ministry of Finance for the Western Hemisphere thereunto duly authorized, and the Fiscal Agent has caused this Agreement to be signed by its duly authorized officer.

STATE OF ISRAEL

By: /s/ Xxxxx Xxxx

Accountant General

By: /s/ Xxxxx Xxxxxxxxx

Chief Fiscal Officer of the

Ministry of Finance for the

Western Hemisphere

By: /s/ Xxxxx Xxxxx

Deputy Chief Fiscal Officer

of the Ministry of Finance

for the Western Hemisphere

COMPUTERSHARE INC.

By: /s/ Xxxxxx Xxxxxx

Global President and CEO

COMPUTERSHARE TRUST COMPANY, N.A.

By: /s/ Xxxxxx Xxxxxx

Global President and CEO

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