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BLX© City Santa Ana <br /> April 29,2025 <br /> Page 2 <br /> BLX is not being engaged hereunder,and BLX is not hereby obligated,to undertake any of the following: <br /> (1)independently determine whether securities allocable to proceeds of the bonds were purchased at fair <br /> market value within the meaning of the Treasury Regulations; (2)perform an audit or review of the <br /> investments acquired with gross proceeds or the payment of debt service on the Bonds; (3)perform <br /> calculations or other research as to the desirability of elections or selections that may be available under <br /> applicable federal tax law; (4) review the tax-exempt status of interest on the Bonds or any other aspect <br /> of the Bond program except for rebate and penalty liability to the extent set forth in this engagement <br /> letter; (5)consider any information obtained by BLX pursuant to this engagement for any purpose other <br /> than determining such rebate and penalty liability; and(6)update any report delivered hereunder because <br /> of events occurring, changes in regulations, or data or information received, subsequent to the date of <br /> delivery of such report. Should the Obligor desire BLX to undertake any of the foregoing,such work will <br /> be the subject of a separate engagement and a separate fee,if any.In addition,BLX will be entitled to rely <br /> entirely on infonnation provided by the Obligor and the Trustee and/or their agents and assigns without <br /> independent verification. <br /> The fee with respect to the Bonds will be determined pursuant to Exhibit B hereto. Report Fees are due <br /> upon delivery of each report by BLX. This engagement is terminable by either party by written notice to <br /> the other,such termination to be effective immediately;provided that,if BLX terminates this engagement <br /> prior to delivering any calculations,the engagement fee (if previously paid)shall be refunded. BLX shall <br /> be entitled to assign its rights and obligations under this engagement in whole or in part upon prior <br /> written notice to the Obligor; provided that no such notice is required so long as Orrick retains the <br /> obligation to deliver legal opinions hereunder.No additional fees will be charged by Orrick for providing <br /> the legal services described herein. BLX will separately compensate Orrick for such services. <br /> BLX and/or Orrick may have client relationships with other parties involved in some manner with the <br /> Bonds or the Obligor (for example, underwriters, trustees, rating agencies, insurers, credit providers, <br /> lenders, contractors, developers, advisors, investment advisors/providers/brokers, public entities and <br /> others) whether with respect to the Bonds or some unrelated matter(s). However, to the extent that a <br /> conflict-of-interest is created by this engagement, the Obligor hereby waives any such conflict. If this <br /> engagement letter is satisfactory,please have an authorized official execute one copy and return it to the <br /> undersigned. <br /> Very truly yours, <br /> BLX Group LLC <br /> Nancy Kummer <br /> Chief Operating officer, Senior Officer Managing Director <br />