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City of Santa Ana, as Successor Agency to the former Community Redevelopment Agency Re: Successor Agency to the F'ornzer Community Redevelopment Agency of the City of'Sania Ana Refinancing June 28, 2016 Page Five CONSENT The undersigned hereby acknowledges disclosure by Stradling Yocca Carlson & Rauth, a Professional Corporation, of its representation of the Underwriter and of potential conflicts as described above, and the undersigned hereby waives the same and consents to the Firm's representation of the Underwriter in connection with the matters discussed above. This consent is given on the condition that (a) with the exception of Mr. Kurt Yeager and Ms. Vanessa Locklin, attorneys of the Firm who perform or have performed services on behalf of the Successor Agency or its affiliates will not assist attorneys assigned to the Transaction, (b) during the pendency of the Transaction, the attorneys representing the Underwriter will not have any involvement in any other matter relating to the Successor Agency, and (c) an "information wall" be established between the attorneys representing the Underwriter and the attorneys who perform services for the Successor Agency. Please note that this consent (a) is conditioned on the Firm not representing the Underwriter in any action or proceeding or in connection with any claim or defense by the Underwriter contesting the validity or priority of any of the Successor Agency's claims in the Transaction or any action or claim involving the Successor Agency contesting the discharge of any of its claims in the Transaction and (b) does not extend to the representation by the Firm of the Underwriter in any litigation, arbitration or other adversarial proceeding or claim, that might arise between the Successor Agency and the Underwriter in connection with the Transaction, or otherwise. In the event of any such litigation, arbitration, other adverse proceeding or claim, the Firm will not represent the Underwriter unless the Successor Agency gives the Firm a new written consent at that time to represent such person or persons. The foregoing consent is also subject to the Firm's receipt of a written consent from the Underwriter to the F'irm's present representation of the Successor Agency in connection with any and all matters in which the Firm currently represents the Successor Agency or its subsidiaries and affiliates, Dated this day of 2016 City of Santa Ana, as Successor Agency to the former Community Redevelopment Agency David Cavazos, City Manager DOCSOC/ 1763956v4/029999 -0000 3 -219