AG 2008 07 21 - Laserfiche WebLink

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