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3. Compensation. In connection with the foregoing, the services will be billed at the regular hourly rates of BLX and Orrick as established from time to time. The following per hourly rates currently are currently in effect: $790.00 for Larry D. Sobel; $600.00 for Winnie Tsien; and $600.00 for Nancy Kummer. Such fees are subject to an adjustment annually. Fees incurred will be billed in monthly statements which are payable upon receipt. 4. Termination of Agreement. This Agreement may be terminated at any time by written notice from either party, with or without cause. In that event, all files of the Issuer maintained by BLX, shall, at the option of the Issuer, become its property and shall be delivered to it or to any other party that it may designate; provided that BLX shall have no liability whatsoever for any subsequent use of such documents. Upon termination, neither BLX nor Omck shall have any future duty of any kind to or with respect to the IRS Examination described above. 5. Relationships With Other Parties. The Issuer acknowledges that Orrick regularly performs legal services for many private and public entities in connection with a wide variety of matters. For example, Orrick has represented, is representing or may in the future represent other public entities, underwriters, trustees, rating agencies, insurers, credit enhancement providers, lenders, contractors, suppliers, financial and other consultant/advisors, accountants, investment providers brokers, providers brokers of derivative products and others who may have a role or interest in a financing involving the Issuer or that may be involved with or adverse to the Issuer in this or some other matter. Given the special, limited role of Orrick as special tax counsel as described above, the Issuer specifically consents to any and all such relationships. 6. Limitation of Riehts to Parties Successor and Assiens Nothing in this Agreement, expressed or implied, is intended or shall be construed to give any person other than the Issuer and BLX any legal or equitable right or claim under or in respect of this Agreement, and this Agreement shall inure to the sole and exclusive benefit of the Issuer and BLX. Except as provided herein with respect to the engagement of On•ick, BLX may not assign its obligations under this Agreement without written consent of the Issuer except to a successor partnership or corporation to which all or substantially all of the assets and operations of BLX are transferred. The Issuer shall assign its rights and obligations under this Agreement to (but only to) any other public entity that issues bonds or delivers certificates of participation (if not the Issuer), in which case the Issuer hereby acknowledges that any relationship or obligation of BLX to the Issuer under or by virtue of this Agreement shall be deemed to be totally annulled ab initio. The Issuer shall not otherwise assign its rights and obligations under this Agreement without written consent of BLX. All references to BLX and the Issuer in this Agreement shall be deemed to refer to any such successor of BLX and to any such assignee of the Issuer and shall bind and inure to the benefit of such successor and assignee whether so expressed or not. 2