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<br />(a) The Underwriter shall be under no obligation to pay, and the Authority and the
<br />City shall pay, any expenses relating to the performance of the Authority's obligations and
<br />the City's obligations hereunder, including, but not limited to: (i) the cost of the
<br />preparation, printing and delivery of the Authority Resolution, the City Resolution, the
<br />Indenture, the Installment Purchase Agreement, the Escrow Agreement, this Bond
<br />Purchase Agreement, the Continuing Disclosure Certificate, the Preliminary Official
<br />Statement and the Official Statement; (ii) the cost of the preparation and printing of the
<br />Bonds; (iii) the fees and disbursements of Orrick, Herrington & Sutcliffe LLP, Bond
<br />Counsel, Counsel to the Authority and Counsel to the City; (iv) the fees and disbursements
<br />of the Authority's accountants, advisers and of any other experts or consultants retained
<br />by the Authority or the City; (v) the fees and disbursements of the Trustee and the Escrow
<br />Agent and their counsel; (vi) the fees of The Depository Trust Company, if any; (vii) the
<br />premium for the Bond Insurance and Reserve Account Surety Bond provided by the Bond
<br />Insurer and any related fees and expenses; (viii) any separate fees of the rating agencies;
<br />and (ix) the fees of California Municipal Statistics, Inc.
<br />
<br />(b) The Underwriter shan pay (i) all advertising expenses in connection with the
<br />public offering of the Bonds, (ii) the fees and disbursements of Ehrensaal & Bank, PLLC,
<br />relating to its representation of the Underwriter, including the preparation of any "Blue
<br />Sky" Memoranda or legal investment surveys; (iii) the costs of obtaining CUSIP numbers;
<br />(iv) the fee paid to the California Debt and Investment Advisory Commission; and (v) all
<br />other expenses incurred by the Underwriter in connection with its public offering and
<br />distribution of the Bonds.
<br />
<br />10. Notices. Any notice or other communication to be given to the Authority under this
<br />Bond Purchase Agreement may be given by delivering the same in writing to Santa Ana
<br />Financing Authority, c/o City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701,
<br />Attention: Miguel A. Pulido, Chairman, and any notice or other communication to be given to
<br />the Underwriter under this Bond Purchase Agreement may be given by delivering the same in
<br />writing to Kinsell, Newcomb & DeDios, Inc., 462 Stevens Avenue, Suite 308, Solana Beach,
<br />California 92075; Attention: Todd Smith, Vice President, and any notice or other
<br />communication to be given to the City under this Bond Purchase Agreernent may be given by
<br />delivering the same in writing to City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA
<br />92701, Attention: David N. Ream, City Manager.
<br />
<br />11. Parties of Interest; Survival of Representations and Warranties. This Bond
<br />Purchase Agreement is made solely for the benefit of the Authority, the City and the
<br />Underwriter, and no other person shall acquire or have any right hereunder or by virtue hereof.
<br />All of the Authority's and the City's representations, warranties and agreements contained in this
<br />Bond Purchase Agreement shall remain operative and in full force and effect regardless of (i)
<br />any investigations made by or on behalf of the Underwriter, (ii) delivery of any payment for the
<br />Bonds pursuant to this Bond Purchase Agreement and (iii) any termination of this Bond Pùrchase
<br />Agreement.
<br />
<br />12. Effective Date. This Bond Purchase Agreement shall become effective upon the
<br />execution of the acceptance hereof by the duly authorized officer of the Authority and the City,
<br />and shall be valid and enforceable as of the time of such acceptance.
<br />
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