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Effective Date of Agreement <br />This AQreement shall become effective at the date of acceptance by the Issuer as set out herein below and remain in <br />effect thereafter for a period of five (5) years from the date of acceptance, provided, however, that this Agreement <br />may be terminated with or without cause by the Issuer or First Southwest upon thirty (30) days prior written notice to <br />the other party. In the event of such termination, it is understood and agreed that only the amounts due to First <br />Southwest for services provided and extraordinary expenses incurred to and including the date of termination will be <br />due and payable. No penalty wi11 be assessed for termination of this Agreement. In the event this Agreement is <br />terminated prior to the completion of its stated term, all records provided to First Southwest with respect to the <br />investment of monies by the Issuer shall be returned to the lssuer as soon as practicable following written request by <br />Issuer. ln addition, the parties hereto aaree Chat, upon termination of this Agreement, First Southwest shall have no <br />continuing obligation to the Issuer regarding any arbitrage rebate related services contemplated herein, regardless of <br />whether such services have previously been undertaken, completed or performed. <br />Acceptance of Agreement <br />This Agreement is submitted in duplicate originals. When accepted by the Issuer in accordance with the terms <br />hereof, it, together with Appendix A attached hereto, will constitute the entire Agreeinent between the lssuer and <br />First Southwest for the purposes and the consideration herein specified. In order for this Agreement to become <br />effective, it must be accepted by the Issuer within sixty (60) days of the date appearin; below the signature of First <br />Southwest's authorized representative hereon. After the expiration of such 60-day period, acceptance by the Issuer <br />shall only become effective upon delivery of written acknowledgement and reaffirmation by First Southwest that the <br />terms and conditions set forth in this Agreement remain acceptable to First Soathwest. <br />Governing Law <br />This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard <br />to its principles of conflicts of laws. <br />Acceptance will be indicated on both copies and the return of one executed copy to First Southwest. <br />Respectfully submitted, <br />FIRST SOUTHWEST ASSET MANAGEMENT, INC. <br />By <br />Hill A. Feinberg, Chauman & Chief Executive Officer <br />Date <br />ISSUER'S ACCEPTANCE CLAUSE <br />The above and faregoing is hereby in all things accepted and approved by <br />. on this the day of <br />By_ <br />Title <br />Authorized Representative <br />Printed Name <br />Pa <br />34725 ~e 3 <br />