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<br />the performance of their obligations in connection with the authorization, execution, sale and
<br />delivery of the Bonds to the Underwriter, including, without limitation, printing costs, CUSIP
<br />Service Bureau charges, rating Authority fees and charges, initial fees of the Trustee, including fees
<br />and disbursements of its counsel, if any, fees and disbursements of Bond Counsel and other
<br />professional advisors employed by the Authority or the City, municipal bond insurance premiums,
<br />costs of preparation, printing, signing, transportation, delivery and safekeeping of the Bonds and for
<br />expenses (included in the expense component of the spread) incurred by the Underwriter on behalf of
<br />City's employees which are incidental to implementing this agreement, including, but not limited to,
<br />meals, transportation, lodging, and entertainment of those employees. The Underwriter shall pay all
<br />out-of-pocket expenses of the Underwriter, including, without limitation, the fees and expenses of its
<br />counsel, advertIsing expenses, the California Debt and Investment Advisory Commission fee, CUSIP
<br />Services Bureau charges, regulatory fees imposed on new securities issuers and any and all other
<br />expenses incurred by the Underwriter in connection with the public offering and distribution of the
<br />Bonds.
<br />
<br />Section 12. Notices. Any notice or other communication to be given to the Underwriter
<br />under this Purchase Contract may be given by delivering the same in writing to Citigroup Global
<br />Markets Inc., 444 South Flower Street, 27th Floor, Los Angeles, California 90071, Attention:
<br />Manager of Public Finance. All notices or communications hereunder by any party shall be given
<br />and served upon each other party. Any notice or communication to be given the Authority under this
<br />Purchase Contract may be given by delivering the same in writing to the Santa Ana Financing
<br />Authority, 20 Civic Center Plaza, Santa Ana, California 92702, Attention: Executive Director. Any
<br />notice or communication to be given the City under this Purchase Contract may be given by
<br />delivering the same in writing to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California
<br />92702, Attention: City Manager.
<br />
<br />Section 13. Parties in Interest. This Purchase Contract is made solely for the benefit of
<br />the Authority, the City and the Underwriter (including the successors or assigns thereof) and no other
<br />person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties
<br />and agreements of the Authority and the City in this Purchase Contract shall remain operative and in
<br />full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall
<br />survive the delivery of and payment for the Bonds.
<br />
<br />Section 14. Counterparts. This Purchase Contract may be executed by the parties hereto
<br />in separate counterparts, each of which when so executed and delivered shall be an original, but all
<br />such counterparts shall together constitute but one and the same instrument.
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