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imposed by general principles of equity, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. FINANCIAL ADVISOR Hilltop Securities Inc., Orlando, Florida served as financial advisor (the ."Financial Advisor") to the County with respect to the issuance of the Series 2424. Bonds; The Financial Advisor has assisted the County in the preparation of this Official Statement and has advised the County as to other matters relating to the planning, structuring and issuance of the Series 2024 Bonds. The Financial Advisor is not obligated touundertake and has not undertaken to make an independent. verification or to assume responsibility. for the accuracy, completeness or fairness of the information contained. in this Official Statement. The fee payable to the Financial Advisor is contingent upon the issuance and delivery of the Series 2024 Bonds. TAX MATTERS Opinion of Bond Counsel In the opinion of Bond Counsel, the form of which, is included as APPENDIX D attached hereto, the interest on the Series 2024. Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not a specific item of tax preference for federal income tax pd6oses under existing statutes,. regulations, rulings and court decisions; provided, however, with respect to certain corporations,, interest on the Series 2024 Bonds is taken into account .in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum -tax imposed on such corporations. Failure by the County to comply subsequently to the issuance of the Series 2024 Bonds with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited. to requirements regarding the use, expenditure and investment of Series 2024 Bond proceeds and the time payment of certain investment earnings to the Treasury of the United States, may cause interest: on the Series 2024 Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issuance. The County has covenanted in the Bond Resolution to comply with all provisions of the Code necessary to, among. other things., maintain the exclusion from gross income of interest on the Series 2024 Bonds for -purposes of federal income taxation.. In rendering its opinion, Bond Counsel has assumed continuing compliance with such covenants. Internal Revenue Code of 1986 The Code contains a number of provisions that apply to the Series 2024 Bonds, including, among other things, restrictions relating to the use or.investment of the proceeds of the Series 2024 Bonds and the payment of certain arbitrage earnings in excess of the 50