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B. Debt Management and Financial Implementation. At the direction of Issuer, <br />FirstSouthwest shall: <br />1. Method of Sale. Evaluate the particular financing being contemplated, <br />giving consideration to the complexity, market acceptance, rating, size and <br />structure in order to make a recommendation as to an appropriate <br />method of sale, and: <br />a. If the Debt Instruments are to be sold by an advertised <br />competitive sale, FirstSouthwest will: <br />(1) Supervise the sale of the Debt Instruments; <br />(2) Disseminate information to prospective bidders, organize <br />such informational meetings as may be necessary, and <br />facilitate prospective bidders' efforts in making timely <br />submission of proper bids; <br />(3) Assist the staff of the Issuer in coordinating the receipt of <br />bids, the safekeeping of good faith checks and the tabulation <br />and comparison of submitted bids; and <br />(4) Advise the Issuer regarding the best bid and provide <br />advice regarding acceptance or rejection of the bids. <br />b. If the Debt Instruments are to be sold by negotiated sale, <br />FirstSouthwest will: <br />(1) Recommend for Issuer's final approval and acceptance <br />one or more investment banking .firms as managers of an <br />underwriting syndicate for the purpose of negotiating the <br />purchase of the Debt Instruments. <br />(2) Cooperate with and assist any selected managing <br />underwriter and their counsel in connection with their efforts <br />to prepare any Official Statement or Offering Memorandum. <br />FirstSouthwest will cooperate with and assist the underwriters <br />in the preparation of a bond purchase contract, an <br />underwriters agreement and other related documents. The <br />costs incurred in such efforts, including the printing of the <br />documents, will be paid in accordance with the terms of the <br />Issuer's agreement with the underwriters, but shall not be or <br />3 <br />89 <br />