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qualify the Bonds for sale under any "blue sky" or other state securities laws; and all other <br />expenses incurred by the Underwriter in connection with its public offering and distribution of <br />the Bonds (except those specifically enuunerated in paragraph (a) of this section), including the <br />fees and disbursements of its counsel and any advertising expenses, <br />6. Notices. Any notice or other communication to be given to the City under this <br />Bond Purchase Agreement may be given by delivering the same in writing to the City's <br />Executive Director, Finance & Management Services Agency, 20 Civic Center Plaza, Santa Ana, <br />California 92701, and any notice or other communication to be given to the Underwriter under <br />this Bond Purchase Agreement may be given by delivering the same in writing to Brandis <br />Tallman LLC 22 Battery Street, Suite 500, San Francisco, California 94111. <br />7. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit <br />of the City and the Underwriter (including their successors or assigns), and no other person shall <br />acquire or have any tight hereunder or by virtue hereof. <br />8. Survival of Representations, Warranties and Agreements. The representations, <br />warranties and agreements of the City set forth in or made pursuant to this Bond Purchase <br />Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by <br />reason of the Closing and regardless of any investigations made by or on behalf of the <br />Underwriter (or statements as to the results of such investigations) concerning such <br />representations and statements of the City and regardless of delivery of and payment for the <br />Bonds. <br />9. Effective. This Bond Purchase Agreement shall become effective and binding <br />upon the respective parties hereto upon the execution of the acceptance hereof by the City and <br />shall be valid and enforceable as of the time of such acceptance. <br />10. No Prior Agreements, This Bond Purchase Agreement supersedes and replaces <br />all prior negotiations, agreements and understandings between the parties hereto in relation to the <br />sale of Bonds for the City. <br />11. Governing Law. This Bond Purchase Agreement shall be governed by the laws of <br />the State of California. <br />12 <br />55B -132 <br />