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ATRUE COPY <br />CERTIFICATION ON L AS i I=A ;;_ <br />J.R. SMITH, CLERK <br />become an obligation of HilltopSecurities except to the <br />extent specifically provided otherwise in this Agreement or <br />assumed in writing by HilltopSecurities. <br />iii. Assist the staff of the Issuer in the safekeeping of any good <br />faith checks, to the extent there are any such, and provide a <br />cost comparison, for both expenses and interest which are <br />suggested by the underwriters, to the then current market. <br />iv. Advise the Issuer as to the fairness of the price offered by <br />the underwriters. <br />2. Offering. Documents. Coordinate the preparation of the notice of sale and <br />bidding instructions, official statement, official bid form and such other <br />documents as may be required and submit all such documents to the Issuer <br />for examination, approval and certification. After such examination, approval <br />and certification HilltopSecurities shall provide the Issuer with a supply of <br />all such documents sufficient to its needs and distribute by mail or, where <br />appropriate, by electronic delivery, sets of the same to prospective <br />purchasers of the Debt Instruments. Also, HilltopSecurities shall provide <br />copies of the final Official Statement to the purchaser of the Debt <br />Instruments in accordance with the Notice of Sale and Bidding Instructions. <br />3. Credit Ratings. Make recommendations to the Issuer as to the advisability <br />of obtaining a credit rating, or ratings, for the Debt Instruments and, when <br />directed by the Issuer, coordinate the preparation of such information as <br />may be appropriate for submission to the rating agency, or agencies. In those <br />cases where the advisability of personal presentation of information to the <br />rating agency, or agencies, may be indicated, HilltopSecurities will arrange for <br />such personal presentations, utilizing such composition of representatives <br />from the Issuer as may be finally approved or directed by the Issuer. <br />4. Trustee, Paying Agent, Registrar. Upon request, counsel with the Issuer <br />in the selection of a Trustee and/or Paying Agent/Registrar for the Debt <br />Instruments and assist in the negotiation of agreements pertinent to these <br />services and the fees incident thereto. <br />5. Financial Publications. When appropriate, advise financial publications of <br />the forthcoming sale of the Debt Instruments and provide them with all <br />pertinent information. <br />4 <br />