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<br />c. We will provide our advice and assistance in the development of, and financing <br />for, any capital improvements programs of the Issuer. <br /> <br />d. We will provide our advice and assistance in the development of the long-range <br />financing plan of the Issuer. <br /> <br />e. <br /> <br />We will provide any other financing planning services as may be requested by the <br /> <br />Issuer. <br /> <br />5. Where the issuance and sale of the securities, and construction of the project in <br />question, requires the approval of any state or governmental agency, we shall assist you in the <br />preparation of all financial information required for inclusion in applications for such approval, <br />and when requested by you, shall appear on your behalf to provide appropriate testimony at <br />public hearings before state and other governmental commissions and boards. We will also be <br />available to participate with you in any preliminary conferences with the staffs of any state or <br />governmental agenciës involved, and we will, for qualified projects, coordinate the preparation <br />of financial assistance applications required for state involvement. <br /> <br />6. The fee due to First Southwest Company in accordance with Appendix A attached <br />hereto, any other fees as may be mutually agreed and all expenses for which First Southwest <br />Company is entitled to reimbursement, shall become due and payable concurrently with the <br />delivery of the Debt Instruments to the purchaser. <br /> <br />7. This Agreement shall become effective at the date of acceptance by the Issuer set <br />out herein below and remain if effect thereafter for a period of three years from the date of <br />acceptance. Either party may terminate this Agreement upon the expiration of thirty (30) <br />days from the date the terminating party provides written notice of termination to any <br />authorized representative of the non-terminating party. <br /> <br />This Agreement is submitted in duplicate originals. When accepted by the Issuer, it, together <br />with Appendix A attached hereto, will constitute the entire Agreement between the Issuer and <br />First Southwest Company for the purposes and the considerations herein specified. <br />Acceptance will be indicated by the signature of authorized officials of the Issuer together <br />with the date of acceptance on both copies and the return of one executed copy to First <br />Southwest Company. <br /> <br />Respectfully submitted, <br /> <br />FIRST SOUTHWEST COMPANY <br /> <br /> <br />ACCEPT ANCE <br /> <br />ACCEPTED pursuant to Resolution adopted by the City Council of the City of San Marcos, <br />Texas on this 16 of December, 1987. ,,/-~\ <br /> <br />¡ \\ <br />~/J'\ <br />,ç." <br />/\ ~V"í.1'~' <br />,i' ,G..L."v \""'-" <br />.....J.d. / <br /> <br />Titlei\j Mayor J. E. Younger <br /> <br />ATTEST: <br /> <br /> <br />(SEAL) <br /> <br />- 4 - <br />