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Other Federal, State or Local Tax Consequences Other federal, state and local tax consequences may result from an investment in the 1998 Certificates, the accrual or receipt of interest on the 1998 Certificates or the sale, transfer or other disposition of the 1998 Certificates, as to which Special Tax Counsel expresses no opinion. Certain federal, state and local ta~~ consequences are dependent upon the particular circumstances of an investor. Prospective investors should consult their tax advisors as to all federal, state and local tax consequences that will or may result from an investment in the 1998 Certificates, the receipt of interest in the 1998 Certificates or the sale, transfer or other disposition of the 1998 Certificates. Scope of Special Tax Counsel's Engagement Specia] Tax Counsel has been engaged solely for the purpose of rendering advice as to various state and federal laws (but not including any federal or state securities laws) relating to the issuance and tax-exempt status of the 1998 Certificates, preparing certain of the documents and proceedings pertaining to the issuance of the 1998 Certificates and rendering the opinion set forth in Appendix B hereto. Special Tax Counsel has not been engaged to review, and expresses no opinion as to the fairness, accuracy or completeness of this Official Statement. Special Tax Counsel's engagement concludes with the delivery of the 1998 Certificates and the rendition of the opinion set forth in Appendix B, and Special Tax Counsel has not undertaken any obligation to update such opinion or otherwise render any advice with respect to the 1998 Certificates subsequent to the initial delivery of the 1998 Certificates. RATINGS Moody's and Standard & Poor's have given the 1998 Certificates ratings of "_" and "_," respectively, with the understanding that upon delivery of the 1998 Certificates, a policy insuring payment on the 1998 Certificates will be issued by the Insurer. No application was made to any other rating agencies for the purpose of obtaining additional ratings on the 1998 Certificates. Such ratings reflect only the views of such organizations and any explanation of the significance of such ratings may only be obtained from the rating agency fumishing the same. T'he County fumished to the rating agencies certain information and materials concerning the 1998 Certificates and the County. Generally, rating agencies base their ratings on information and materials furnished to them and on investigations, studies and assumptions by the rating agencies. There is no assurance that the ratings mentioned above will remain in effect for any given period of time or that the ratings might not be lowered or withdrawn entirely by such rating agencies, if in their judgment circumstances so warrant. The County has undertaken to bring to the attention of the owners of the 1998 Certificates any change in the ratings of the 1998 Certificates. See "CONTINiJING DISCLOSURE UNDERTAKING." Any such downward change in or withdrawal of the ratings might have an adverse effect on the market price or marketability of the 1998 Certificates UNDERWRITING The 1998 Certificates are being purchased by Prudential Securities Incorporated as representative for the fums listed on the front cover of this Official Statement. The Underwriters will purchase all of the 1998 Certificates, if any aze purchased, at a price of percent of the par value of the Certificates, plus accrued interest. "The 1998 Certificates will be reoffered at an average price of percent of the paz value of the 1998 Certificates. After the initial offering price, the public offering price will be varied from time to time. ~ 53