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Consumer Protection Act (the "Dodd -Frank Act"), we hereby inform the Issuer that we are not a
<br />"Municipal Advisor" within the meaning of the Municipal Advisor Rule or the Dodd -Frank Act
<br />(collectively, the "MA Rule"). In the course of performing our services as Bond Counsel in this
<br />transaction, we may engage in analysis, discussion, negotiation, and advice tot he Issuer regarding
<br />the legal ramifications of the structure, timing, terms, and other provisions of the financial
<br />transaction that culminates with the planned issuance of the Certificates, and such services and
<br />advice may be essential to the development of the plan of finance for the issuance of the Certificates.
<br />In turn, these services become, among other things, the basis for the transaction's basic legal
<br />documents, the preparation and delivery of the official statement or any other disclosure document
<br />that describes the material terms and provisions of the transaction, if an offering document is used
<br />in the offering of the Certificates, the preparation of the various closing certificates that embody the
<br />terms and provisions of this transaction and the preparation and delivery of our Bond Opinion.
<br />Moreover, legal advice and services of a traditional legal nature in the area of municipal finance
<br />inherently involve a financial advice component; but we hereby advise the Issuer that while we have
<br />expertise with respect to the legal aspects relating to the issuance of municipal securities, we are not
<br />"financial advisors" or "financial experts" in a manner that would subject us to the provisions of the
<br />MA Rule. As Bond Counsel, we provide only legal advice, not purely financial advice that is not
<br />inherent in our legal advice to the Issuer. The Issuer should seek the advice of its financial advisor
<br />with respect to the financial aspects of the issuance of the Certificates. By signing this engagement
<br />letter, the Issuer acknowledges receipt of this information, and evidences its understanding of the
<br />limitations of our role to the Issuer as Bond Counsel with respect to the MA Rule, as discussed in
<br />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 />FEES
<br />Based upon: (i) the terms, structure, size and schedule of the financing represented by the
<br />Certificates; (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, (A) our fee as Bond Counsel in connection with the Certificates will be $7,500 for the
<br />first $1,000,000 in net proceeds of the Certificates, plus $1 per $1,000 of net proceeds of each series
<br />of the Certificates for all such amounts above $1,000,000. For the purpose of the foregoing, net
<br />proceeds include any net original issue premium, less the amount of the Purchaser's discount, plus
<br />the principal amount of the Certificates (accrued interest is excluded from net proceeds). Such fee
<br />includes our services rendered as Bond Counsel, but does not include client charges made or
<br />incurred on your behalf, such as travel costs, photocopying, deliveries, long distance telephone
<br />charges, telecopier charges, computer-assisted research and other expenses. Our fee will be billed
<br />after the Closing. In addition, if we advance the Attorney General filing fee for the Issuer, we will
<br />be reimbursed for the payment of that fee.
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