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c. That the Issuer will inform First Southwest Company of the retirement, prior to the scheduled maturity, of any Obligations included under the scope of this Agreement within 30 days of such retirement. This notification is required to provide sufficient time to comply with Section 1. 148-1T(b)(3)(ii) of the arbitrage regulations which requires final payment of any Rebatable Arbitrage within 60 days of the final retirement of the Obligations. 5. In providing the services set forth in this Agreement, it is agreed that First Southwest Company shall not incur any liability for any error of judgment made in good faith by a responsible officer or officers thereof, unless it shall be proved that such error of judgment was a result of the gross negligence or willful misconduct of said officer or officers. First Southwest Company shall only be liable for penalty and interest resulting from such error of judgment. 6. The fee and expenses due to First Southwest Company in providing arbitrage investment rebate services shall be calculated in accordance with Appendix A attached hereto. The fees will be payable annually upon delivery of the report prepared by First Southwest Company for each Obligation during the term of the Agreement unless terminated earlier. Obligations Issued Subsequent to Initial Contract 7. The services contracted for under this Agreement will automatically extend to any additional financing obligations (including financing lease obligations) issued during the stated term of this Agreement, if such obligations are subject to the rebate requirements under Section 148(f)(2) of the Code. In connection with extending the scope of this Agreement to additional financing obligations, the Issuer agrees to the following: a. The Issuer will notify First Southwest Company of any financing obligations (including financing lease obligations) issued by the Issuer during any calendar year of this Agreement, and will provide First Southwest Company with such information regarding such other obligations as First Southwest Company deems necessary in connection with its performance of the arbitrage rebate services contracted for hereunder. b. At the option of the Issuer, any additional financing obligations issued subsequent to the execution of this Agreement may be excluded from the services provided for herein. The Issuer must notify First Southwest Company in writing of their intent to exclude any specific financing obligations from the scope of this Agreement. 3