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(b) Except as provided for above, the Underwriter shall pay from the expense component of the Underwriter's discount, all expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds: (i) all advertising expenses in connection with the offering of the Bonds; (ii) the costs of printing the Blue Sky memorandum used by the Underwriter: (iii) all out-of-pocket disbursements and expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds, including the fees of the CUSIP Service Bureau for the assignment of CUSIP numbers; and (iv) all other expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds, including the fees and disbursements of Underwriter's Counsel. Notwithstanding that the fees of the California Debt and Investment Advisory Commission are solely the legal obligation of the Underwriter, the City agrees to reimburse the Underwriter for such fees. (c) The City acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. Section 10. Notices. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the City at the address set forth above and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to the Underwriter: If to the City: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attention: Telephone: If to the Underwriter: Samuel A. Ramirez & Co., Inc. 445 S. Figueroa St., Suite 2310 Los Angeles, CA 90071 Attention: Michael Mejia, Vice President Telephone:(213) 627-6121 Section 11. Parties in Interest. This Purchase Agreement is made solely for the benefit of the City and the Underwriter (including the successors or assigns of the Underwriter), and no other person shall acquire or have any right hereunder or by virtue of this Purchase Agreement. All of the representations, warranties and agreements of the City contained in this Purchase Agreement shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds, pursuant to this Purchase Agreement; and (iii) any termination of this Purchase Agreement. Section 12. Invalid or Unenforceable Provisions. hi the event that any provision of this Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Purchase Agreement. Section 13. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Purchase Agreement may be 55A 5140