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4. Recommend to the Client an amount, the maturity structure, call provisions, pricing, and other terms and <br />conditions of the Debt Obligation. <br />5. Advise the Client on current market conditions, forthcoming bond, loans and note issues, federal, state or <br />other tax law considerations, and other general information and economic data that might normally be <br />expected to influence the interest rates of the financing. <br />6. Assist the Client in the analysis of and the selection of a credit rating firm or Firms for the Debt Obligation <br />and further assist in the development and presentation of information to obtain a credit rating or credit <br />ratings for the Debt Obligation. <br />7. Advise the Client on utilizing credit enhancement and provide assistance in seeking such credit <br />enhancement if, in the opinion of the Advisor, such credit enhancements would be advantageous to the <br />Client. <br />8. Assist Client in coordinating the financing activities between various parties to any Transaction as needed. <br />9. Assist Client in selecting and, working with, members of a working group to procure services deemed <br />necessary to the issuance or post -issuance requirements of the Debt Obligation. Services that may be <br />procured may include, but are not limited to: bond counsel; special tax counsel; disclosure counsel; trustee <br />selection; paying agent selection; credit facilities; underwriter; and printing services. <br />10. Assist with the review of all financing documents, including but not limited to the preliminary and final <br />offering statement, any governing body resolutions, purchase agreement, and any official notice of sale. <br />11. Communicate with potential underwriters or investors, as appropriate to any Transaction, to ensure that <br />each is furnished with the information they need to render an independent, informed purchase or investment <br />decision concerning the Client's proposed financing. <br />12. Coordinate with the proper parties and oversee the closing process so as to ensure the efficient delivery of <br />the Debt Obligations to the applicable purchaser. <br />C. Arbitrage Monitoring Services <br />Upon receipt of written authorization by the Client to proceed, Advisor shall, based on information supplied by <br />Client, make arbitrage calculations (to include for purposes of this document, rebate and yield reduction <br />calculations) required by Section 148 of the Internal Revenue Service ("IRS") Code and related U.S. Treasury <br />regulations with respect to specified Debt Obligations for the period of time designated for any such Debt <br />Obligation. In carrying out its duties, the Advisor shall periodically, for each specified Debt Obligation: <br />1. Determine the yield on the applicable Debt Obligation; <br />2. Determine if spending exceptions have been met; <br />3. Determine the amount of any arbitrage payment due the IRS; <br />4. Notify Client and/or its designee of any liability amount; <br />5. Prepare for submission by Client the form/s with which to submit any payment amount due to the IRS at the <br />appropriate intervals throughout the term of the engagement relative to each specified Debt Obligation; <br />Client agrees to timely provide the Advisor with accurate information concerning cash and investment activity <br />within all funds relative to the subject Debt Obligations. The information to be provided shall include: <br />1. Deposits and withdrawals of proceeds or money from other sources within any funds subject to the IRS <br />arbitrage rules; <br />2. Payments of principal and interest on the Debt Obligations; and <br />3. All investment activity including: <br />a) Date of purchase or acquisition; <br />A-2 <br />