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172809057v1 <br />City of Hugo <br />Legacy Christian Academy <br />May 12, 2025 <br />Page 2 <br />for this transaction, we have and are currently representing many financial institutions, which might include the Lender, <br />in matters unrelated to this transaction from time to time in the past on legal matters unrelated to the present financing <br />and may do so in the future. While these unrelated representations may be “adverse” under applicable ethics rules, <br />this letter will confirm our understanding that the parties are agreeable notwithstanding any of our past or current <br />representation of the Lender on unrelated matters. If our understanding is not correct, please contact us <br />We understand that the Borrower will be responsible for payment of our fees and disbursements as Bond <br />Counsel. Our fee will be based upon our current understanding of the terms, structure, size and schedule of the <br />financing represented by the Note and the time we anticipate devoting to the financing, plus out-of-pocket <br />disbursements. Such fee may vary: (i) if the principal amount of Note actually issued differs significantly from the <br />amount currently anticipated, (ii) if the manner in which the Note is marketed (private placement, public offering, etc.) <br />changes, (iii) if material changes in the structure of the financing occur, or (iv) if unusual or unforeseen circumstances <br />arise which require a significant increase in our time or responsibility. If the Note is in fact issued we will submit our <br />statements for services and disbursements to the Borrower at or promptly after the closing. <br />If the transaction is cancelled before closing for whatever reason, we would then submit our bill to the <br />Borrower for the time expended and disbursements made by us to the date of termination at our standard hourly rates. <br />If the foregoing omits or misstates any item, please contact me. Otherwise, we will assume our participation <br />as Bond Counsel and the scope of our engagement as Bond Counsel are acceptable to you. In accordance with firm <br />policy, I would appreciate it if you would please sign the acknowledgement of this engagement letter below and return <br />a pdf copy by email. <br />Sincerely, <br />Taft Stettinius & Hollister LLP <br />Catherine J. Courtney <br />CJC:ck <br />Acknowledged and agreed: <br />City of Hugo <br />, 2025 <br />Acknowledged and agreed: <br />Legacy Christian Academy <br />By: <br />Its: _________________________________ <br />Date: , 2025 <br />By: <br />Its: _______________Finance Director__________________ <br />Date: May 20