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disbursements of its counsel, if any, fees and disbursements of Special Counsel and other professional advisors employed by the Agency or the City, municipal bond insurance premiums, costs of preparation, printing, signing, transportation, delivery and safekeeping of the Certificates and for expenses (included in the expense component of the spread) incurred on behalf of City's employees which are incidental to implementing this agreement, including, but not limited to, meals, transportation, lodging, and entertainment of those employees. The Underwriter shall pay all out-of- pocket expenses of the Underwriter, including, without limitation, the fees and expenses of its counsel, advertising expenses, the California Debt and Investment Advisory Commission fee, CUSIP Services Bureau charges, regulatory fees imposed on new securities issuers and any and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Certificates. Section 12. Notices. Any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Salomon Smith Barney Inc., 350 California Street, Suite 2080, San Francisco, California 94104, Attention: Manager of Public Finance. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given the Agency under this Purchase Contract may be given by delivering the same in writing to the Redevelopment Agency of the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702, Attention: Executive Director. Any notice or communication to be given the City under this Purchase Contract may be given by delivering the same in writing to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702, Attention: City Manager. Section 13. Parties in Interest. This Purchase Contract is made solely for the benefit of the Agency, the City and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the Agency and the City in this Purchase Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Certificates. Section 14. Counterparts. This Purchase Contract 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. 20