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3, We will Provide our advice and assistance in the development of, and <br />financing for, any capital improvements programs of the Issuer. <br /> <br /> 4. We will provide our advice and assistance in the development of the <br />long~range financing plan of the Issuer. <br /> <br /> 5. We will provide any other financing planning services as may be <br />requested by the Issuer. <br /> <br /> E. The due to First Southwest Company in accorclance with Appendix A <br />attached hereto, any other fees as may be mutually agreed and all expenses for which FiTst <br />Southwest Company is entitled to reimbursement, shall become due and payable concurrently <br />with the delivery of the Debt Instruments to the purchaser, or in the case of a competitively s°ld <br />issue, at the time a statement is submitted to the Issuer by First Southwest Company. <br /> <br /> F. This Agreement sh~ become effective at the date of acceptance by the Issuer set <br />out herein below and remain in effect thereafter for a period of three (3) years from the date of <br />acceptance, provided, however, this Agreement may be terminated with or without cause by the <br />Issuer upon forty-five (45)days' ~tten notice. In the event of such termination, it is <br />understood and agreed that only the amount due First Southwest Company for services provided <br />and expenses incurred to the date of termination will be due and payable. No penalty will be <br />assessed for termination of this Agreement~ <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 considerations herein specified. Acceptance will <br />be indicated by the signature of authorized officials of the Issuer together with the date of <br />acceptance on both copies and the return of one executed copy to First Southwest Company: <br /> <br /> Respectfiflly submitted, <br /> <br /> FI~ SOU]~WEST COMPANY <br /> <br /> MOnt~ C ~itcl~olas <br /> Authorized Representative <br /> <br /> -6- <br /> <br /> <br />