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Bond Counsel will provide an unqualified legal opinion as tothe legality of the issuance of the <br />Debt Instruments at the time of delivery. <br /> <br /> 15. If requested, we will counsel with the Issuer in the selection of Paying <br />Agent/Regis~r for the Debt Instruments, and we will assist in the preparation of agreements <br />pertinent to these services and the fees incident thereto. <br /> <br /> I6. In the event formal verification by an independent auditor of any <br />calculations incident tothe Debt Instruments is required, we will make arrangements for such <br /> <br />services. <br /> <br /> 17. We agree to do, or cause to be done, all work incident to printing oft he <br />Debt Instruments, obtaining approval, as maybe required by the Attorney Gene~, registration <br />by the Comptroller of Public Accounts and delivery to the purchaser. <br /> <br /> 18. After uhe closing of the sale and delivery of the Debt Instruments, we will <br />deliver to the Issuer a schedule of annual debt service requirements on the Debt Instruments. <br />In coordination with BOnd COunsel, we will assure that the Paying Agent/Registrar has been <br />provided with a copy of the authorizing ordinance, order or resolution. <br /> <br /> 19. We will attend any and all meetings of the governing body of the Issuer, <br />its staff, representatives or committees as requested at all times when we may be of assistance or <br />service and the subject of financing is to be discussed. <br /> <br /> 20. We will advise the Issuer and its staffof changes, proposed or enacted, in <br />Federal and State laws and reguhtions which would affect the municipal bond market. <br /> <br /> 21. We will work with the Issuer, its staff and any consultants employed by <br />the Issuer in developing financial feasibility studies and analyzing altemative financing plans, <br /> <br /> D. In addition to the services set out above, we agree to provide the following <br />services when so requested. <br /> <br /> 1. We will provide our advice as to the invesunent of certain funds of the <br />Issuer. We will, when so directed, purchase those investments authorized to be purchased and <br />we will charge a normal and customary commission for each such transaction. <br /> <br /> 2. We will provide our advice and assistance with regard to exercising any <br />call and/or refunding of any outstanding Debt Instruments. <br /> <br /> - 5¸- <br /> <br /> <br />