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underwriting process, of various financial structures for the proposed offering and their probable <br />reception in the municipal bond markets. SOUTHWEST will recommend the selection of co- <br />managers (if necessary) who can assist in the efficient distribution of the Bonds. SOUTHWEST <br />will assist in the preparation of rating agency presentations and "road show" and such other <br />marketing materials that Issuer may find useful in connection with the offering of the Bonds. if a <br />final commitment to underwrite is approved by SOUTHWEST's Capital Commitment Committee, <br />SOUTHWEST will underwrite the Bonds (subject to an agreement among underwriters if the <br />Issuer desires co-managers) and manage the public offering of the Bonds. Further details regazding <br />each specific underwriting will be set forth in a Bond Purchase Agreement <br />The Issuer and its chosen counsel will cooperate with and assist SOUTHWEST in <br />connection with such Securities Offering. <br />As compensation for SOUTHWEST's services, the Issuer will pay SOUTHWEST a fee to <br />be determined by the nature of the offering (but not less than the amounts set forth in Schedule A - <br />anymanagement fees are to be paid only to SOUTHWEST and SOUTHWEST percentage <br />takedown will be not less than 80% should any transaction include a co-manager(s)). Fees will be <br />payable to SOUTHWEST in the form of an underwriter's discount on the Bond Issues as set forth <br />therein. The fees, disbursements and other charges of SOUTHWEST's outside legal counsel will <br />be payable by the Issuer as a cost of issuance. SOUTHWEST shall select such counsel in its sole <br />discretion, after consultation with the Issuer. <br />Unless earlier terminated pursuant to the provisions of this Agreement ("Agreement"), <br />SOUTHWEST's engagement hereunder shall extend from the date of this letter through the last <br />day of term of engagement. SOUTHWEST'S engagement hereunder may be terminated by the <br />Issuer, or SOUTHWEST at any time upon written notice to that effect to the other party. In the <br />event that SOUTHWEST is terminated for any reason other than cause, the provisions of this <br />Agreement relating to the payment of expenses will survive any termination, expiration or <br />suspension of this Agreement. <br />It is understood that SOUTHWEST is being engaged hereunder solely to provide the <br />services described above to the Issuer and that SOUTHWEST is not acting as an agent or fiduciary <br />thereof, and shall have no duties or liability to officers or executive officials of the Issuer or any <br />other third party in connection with its engagement hereunder, all of which are hereby expressly <br />waived. . <br />This Agreement will be governed by, and construed in accordance with, the laws of the <br />North Carolina, without regazd to principles of conflicts of law to the extent that the application of <br />the laws of another jurisdiction would be required thereby. The Issuer and SOUTHWEST each <br />hereby irrevocably waive any right they may have to a trial by jury in respect of any claim based <br />upon or arising out of this Agreement or the transactions contemplated hereby. <br />This Agreement may not be assigned by either party without the prior written consent of <br />the other party. <br />r--g <br />Page 2 of 4 <br />