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(6) If requested, assist the Issuer in presenting information to bond rating organizations and <br />providers of credit enhancement relating to legal issues affecting the issuance of the <br />Certificates. <br />(7) Draft the continuing disclosure undertaking of the Issuer. <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) Preparing requests for tax rulings from the lnternal Revenue Service, or no action letters <br />from the Certificates and Exchange Commission. <br />(2) Preparing state securities law memoranda or investment surveys with respect to the <br />Certificates. <br />(3) Drafting state constitutianal or legislative amendments. <br />(4) Pursuing test cases or other litigation. <br />(5) Expressing any view as to the creditworthiness of the Issuer or the Certificates. <br />(6) Representing the Issuer in Internal Revenue Setvice examinations or inquiries, or <br />Certificates and Exchange Commission investigations. <br />(7) Except as described in paragraph (7) above, assisting in the preparation of, or opining <br />on, a continuing disclosure undertaking pertaining to the Certificates or, after Closing, <br />providing advice concerning any actions necessary to assure compliance with any <br />continuing disclosure undertaking. <br />(8) After Closing, providing continuing advice to the Issuer or any other party concerning <br />any actions necessary to assure that interest paid on the Certificates will continue to be <br />excludable from gross income for federal income tax purposes (e.g., our engagement <br />does not include rebate calculations for the Certificates). <br />(9) Negotiating the terms of, or opining as to, any investment contract. <br />(10) Addressing any other matter not specifically set forth above that is not required to render <br />our Bond Opinion or our disclosure opinion. <br />C. ATTORNEY-CLIENT RELATIONSHIP <br />Upon execution of this engagement letter, the Issuer will be our client and an attorney-client <br />relationship will exist between us. We further assume that all other parties in this transaction <br />understand that we represent only the lssuer in this transaction, we are not counsel to any other <br />party, and we are not acting as an intermediary among the parties. Our services as bond counsel are <br />Page 4 of 6 <br />