1997-014-RES WHEREAS, COP, IN CONNECTION WITH THE SALE AND ISSUANCE NOTES, CERTIFICATES, OR OTHER TAX-EXEMPT OBLIGATIONS

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Provisions of the Issuer 4. In connection with the perfonnance of the aforesaid duties, the Issuer agrees to the following: a. The fee and expenses due to First Southwest in providing arbitrage rebate compliance services shall be calculated in accordance with Appendix A attached hereto. The fees will be payable upon delivery of the report prepared by First Southwest for each issue of bonds during the tenn of the Agreement unless tenninated earlier. b. That the Issuer will provide First Southwest, and First Southwest shall be entitled to rely upon, all infonnation regarding the issuance of the Bonds and the investment of the proceeds therefrom, and any other infonnation necessary in connection with calculating the Arbitrage Amount. c. That the Issuer will infonn First Southwest of the retirement, prior to the scheduled maturity, of any Bonds included under the scope of this Agreement within 30 days of such retirement. This notification is required to provide sufficient time to comply with Treasury Regulations Section 1.l48-3(g) which requires final payment of any Arbitrage Amount within 60 days of the final retirement of the Bonds. 5. In providing the services set forth in this Agreement, it is agreed that First Southwest 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. In the event a payment is assessed by the Internal Revenue Service due to an error by First Southwest, the Issuer will be responsible for paying the correct Arbitrage Amount and First Southwest will be liable for any penalty or interest imposed on the Arbitrage Amount as a result of such error of judgment. Bonds Issued Subsequent to Initial Contract 6. The services contracted for under this Agreement will automatically extend to any additional financing bonds (including financing lease obligations) issued during the stated term of this Agreement, if such bonds are subject to the rebate requirements under Section 148(Q(2) of the Code. In connection with extending the scope of this Agreement to additional financing bonds, the Issuer agrees to the following: a. The Issuer will notify First Southwest of any tax-exempt financing (including financing lease obligations) issued by the Issuer during any calendar year of this Agreement, and will provide First Southwest with such information regarding such other bonds as First Southwest 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 bonds issued subsequent to the execution of this Agreement may be excluded from the services provided for herein. The Issuer must notify First Southwest of their intent to exclude any specific financing bonds from the scope of this Agreement. Effective Dates of Agreement 7. This Agreement shall become effective at the date of acceptance by the Issuer as set out herein below and remain in effect thereafter for a period of five (5) years from the date of acceptance, provided, however, that this Agreement may be tenninated with or without cause by the Issuer or First Southwest upon thirty (30) days' written notice. In the event of such termination, it is understood and agreed that only the amounts due to First Southwest for services provided and expenses incurred to and including the date of termination will be due and payable. No penalty will be assessed for tennination of this Agreement. In the event this Agreement is tenninated prior to its stated tenn, all records provided to First Southwest with respect to the investment of monies by the Issuer shall be returned to 2