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<br />received by FSC for such services: <br /> <br />1. Investment of Funds. From time to time, as an incident to the other services provided hereunder as <br />financial advisor, FSC may purchase such investments as may be directed and authorized by Issuer to be <br />purchased, it being understood that FSC will be compensated in the normal and customary manner for each <br />such transaction. In any instance wherein FSC may become entitled to receive fees or other compensation in <br />any form from a third party with respect to these investment activities on behalf oflssuer, we will disclose to <br />Issuer the nature and, to the extent such is known, the amount of any such compensation so that Issuer may <br />consider the information in making its investment decision. It is understood and agreed that FSC is a duly <br />licensed broker/dealer and is affiliated with First Southwest Asset Management, Inc. ("FSAMI"), a duly <br />registered investment advisor. Issuer may, from time to time, utilize the broker/dealer services ofFSC and/or <br />the investment advisory services ofFSAMI with respect to matters which do not involve or affect the financial <br />advisory services referenced in this Agreement. The terms and conditions of the engagement ofFSC and/or <br />FSAMI to provide such services shall be determined by mutual agreement at the time such services are <br />requested. <br /> <br />2. Exercising Calls and Refunding. Provide advice and assistance with regard to exercising any call and/or <br />refunding of any outstanding Debt Instruments. <br /> <br />3. Capital Improvements Programs. Provide advice and assistance in the development of any capital <br />improvements programs of the Issuer. <br /> <br />4. Long-Range Planning. Provide advice and assistance in the development of other long-range financing <br />plans of the Issuer. <br /> <br />5. Post-Sale Services. Subsequent to the sale and delivery of Debt Instruments, review the transaction and <br />transaction documentation with legal counsel for the Issuer, Bond Counsel, auditors and other experts and <br />consultants retained by the Issuer and assist in developing appropriate responses to legal processes, audit <br />procedures, inquiries, internal reviews and similar matters. <br /> <br />SECTION III <br />TERM OF AGREEMENT <br /> <br />This Agreement shall become effective as ofthe date executed by the Issuer as set forth on the signature <br />page hereof and, unless terminated by either party pursuant to Section IV of this Agreement, shall remain in <br />effect thereafter for a period offive (5) years from such date. Unless FSC or Issuer shall notifY the other party <br /> <br />6 <br />