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and services of a traditional legal nature in the area of municipal finance inherently involve a <br />financial advice component; but we hereby advise the Issuer that while we have expertise with <br />respect to the legal aspects relating to the issuance of municipal securities, we are not "financial <br />advisors" or "financial experts" in a manner that would subject us to the provisions of the MA Rule. <br />As Bond Counsel, we provide only legal advice, not purely financial advice that is not inherent in <br />our legal advice to the Issuer. The Issuer should seek the advice of its financial advisor with respect <br />to the financial aspects of the issuance of the Bonds. By signing this engagement letter, the Issuer <br />acknowledges receipt of this information, and evidences its understanding of the limitations of our <br />role to the Issuer as Bond Counsel with respect to the MA Rule, as discussed in this paragraph. <br />NO ISRAEL BOYCOTT <br />We hereby represent that during the term of this agreement we do not, nor will we, boycott <br />Israel, in compliance with and within the meaning of 50 U.S.C. Section 4607 and Section 2270.002, <br />of the Texas Government Code. <br />FEE <br />Based upon: (i) the terms, structure, size and schedule of the financing represented by the <br />Bonds; (ii) the duties we will undertake pursuant to this engagement letter; (iii) the time we <br />anticipate devoting to the financing; and (iv) the responsibilities we will assume in connection <br />therewith, our fee will be $9,775,which is inclusive of all client charges made or incurred on your <br />behalf, such as travel costs, photocopying, deliveries, long distance telephone charges, telecopier <br />charges, computer-assisted research and other expenses. We will also advance on behalf of the <br />Issuer the filing fee of the Attorney General relating to the Bonds, and we will be reimbursed for <br />such payment. <br />RECORDS <br />After the transaction has closed, you will receive a transcript of proceedings that contains <br />the primary financing and closing documents related to the transaction. At your request, papers and <br />property furnished by you, and work product belonging to you and to which you are entitled, will <br />be returned promptly. We may have copies of any and all documents made for our files at our sole <br />cost and expense, to be retained by us. For various reasons, including the minimization of <br />unnecessary storage expenses, we reserve the right to dispose of any documents or other materials <br />retained by us after the closing of each transaction. <br />Page 6 <br />