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signed in counterparts, and upon delivery to the other party of such signed Purchase Agreement, which delivery may be by facsimile transmission, shall constitute the binding agreement of each party to this Purchase Agreement. Section 14. Governing Law; Venue. This Purchase Agreement shall be governed by and interpreted under the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this Purchase Agreement shall be in the City of Santa Ana. Section 15. Headings. The Section headings in this Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof. Section 16. Entire Agreement. This Purchase Agreement, when accepted by the City, shall constitute the entire agreement between the City and the Underwriter and is made solely for the benefit of the City and the Underwriter (including the successors or assigns of the Underwriter with the consent of the City) and no other person shall acquire or have any right hereunder by virtue hereof. All of the City's representations, warranties and agreements in this Purchase Agreement shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Purchase Agreement. Section 17. No Fiduciary or Advisory Role; Aim's Length Transaction. The Underwriter and the City acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm's-length commercial transaction between City, on the one hand, and the Underwriter, on the other hand, (ii) in connection with such transaction, each Underwriter is acting solely as a principal and not as a municipal advisor, a financial advisor, or a fiduciary of the City, and may have financial and other interests that differ from those of the City, (iii) the Underwriter has not assumed (individually or collectively) a fiduciary responsibility in favor of the City with respect to the offering of the Bonds or the discussions, undertakings and procedures leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has provided or is currently providing services or advice to City on other matters), (iv) the only obligations the Underwriter has to the City with respect to the transactions contemplated hereby are expressly set forth in this Purchase Agreement, and (v) the City and the Underwriter have consulted with their respective legal, financial and other advisors to the extent they deemed appropriate in connection with the offering of the Bonds. The Underwriter is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended) in connection with the matters contemplated by this Purchase Agreement. [Remainder of page intentionally left blank] 556141