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The City agrees to proceed, and to direct bond <br />counsel to proceed, with the planning and preparation of the <br />necessary proceedings for the offering of the Notes for sale <br />to finance the Project. The Corporation understands that <br />this letter agreement does not exempt it from any <br />requirements of the City, or any department or agency thereof <br />or other governmental body, that would apply to any portion <br />of the Project in the absence of the proposed Note financing, <br />and compliance with such requirements is an express <br />precondition to the use by the Corporation of any proceeds of <br />the Bonds for any such portion of the Project. <br />If the foregoing is satisfactory, kindly execute <br />the enclosed copy of this letter and return it to City at <br />20 Civic Center Place, Santa Ana, California 92701, <br />Attention: City Manager. <br />CONFIRMED AND ACCEPTED: <br />WEST <br />By: <br />Date <br />2 <br />very truly yours, <br />CITY OF SANTA ANA <br />By: <br />City Manager <br />