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11 . Counterparts. This Purchase Contract may be executed <br /> by the parties hereto in separate counterparts, each of which <br /> when so executed and delivered shall be an original, but all such <br /> counterparts shall together constitute but one and the same <br /> instrument. <br /> 12 . Severability. In case any one or more of the <br /> provisions contained herein shall for any reason be held to be <br /> invalid, illegal or unenforceable in any respect, such <br /> invalidity, illegality or unenforceability shall not affect any <br /> other provision hereof. <br /> 13 . STATE LAW GOVERNS . THE VALIDITY, INTERPRETATION AND <br /> PERFORMANCE OF THIS PURCHASE CONTRACT SHALL BE GOVERNED BY THE <br /> LAWS OF THE STATE. <br /> SMITH BARNEY SHEARSON INC. <br /> PRUDENTIAL SECURITIES INCORPORATED <br /> RAUSCHER PIERCE REFSNES, INC. <br /> By: SMITH BARNEY SHEARSON, INC. , <br /> as representative <br /> By: /s H as K. Auslander <br /> Title: Vice President <br /> Accepted as of the date <br /> first stated above: <br /> SANTA ANA F-'NANCING A - HORITY <br /> By: /s/ David N. Ream <br /> Title: Executive Director <br /> CITY OF SANTA/ANA) <br /> • <br /> By: /s/ David N. Ream <br /> Title: City Manager <br /> 27 <br />