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(7) Draft the continuing disclosure undertaking of the Issuer. <br />Our Bond Opinion will be delivered by us on the date the Bonds are exchanged for their <br />purchase price (the "Closing"). The Issuer will be entitled to rely on our Bond Opinion. <br />The Bond Opinion will be based on facts and law existing as of its date. In rendering our <br />Bond Opinion, we will rely upon the certified proceedings and other certifications of public officials <br />and other persons furnished to us without undertaking to verify the same by independent <br />investigation, and we will assume continuing compliance by the Issuer with applicable laws relating <br />to the Bonds. During the course of this engagement, we will rely on you to provide us with <br />complete and timely information on all developments pertaining to any aspect ofthe Bonds and their <br />security. We understand that you will direct members of your staff and other employees of the <br />Issuer to cooperate with us in this regard. <br />Our duties in this engagement are limited to those expressly set forth above. Unless we are <br />separately engaged in writing to perform other services, our duties do not include any other services, <br />including the following: <br />(1) Except as described in sections A and B above, assisting in the preparation or review <br />of an official statement or any other disclosure document with respect to the Bonds, <br />assisting in the preparation of, or opining on, a continuing disclosure undertaking <br />pertaining to the Bonds or, after Closing, providing advice concerning any actions <br />necessary to assure compliance with any continuing disclosure undertaking, or, in <br />connection with the issuance of the Bonds, performing an independent investigation <br />to determine the accuracy, completeness or sufficiency of any such document or <br />rendering advice that the official statement or other disclosure document does not <br />contain any untrue statement of a material fact or omit to state a material fact <br />necessary to make the statements contained therein, in light of the circumstances <br />under which they were made, not misleading. <br />(2) Preparing requests far tax rulings from the Internal Revenue Service, or no action <br />letters from the Securities and Exchange Commission. <br />(3) Preparing state securities law memoranda or investment surveys with respect to the <br />Bonds. <br />(4) Drafting state constitutional or legislative amendments. <br />(5) Pursuing test cases or other litigation. <br />(6) Making an investigation or expressing any view as to the creditworthiness of the <br />Issuer or the Bonds. <br />(7) Representing the Issuer in Internal Revenue Service examinations or inyuiries, or <br />Securities and Exchange Commission investigations. <br />- Opr,18C <br />