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Section 12. Notices Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing at the City's address set forth above, and any notice or other communication to be given to the Underwriters under this Purchase Agreement may be given by delivering the same in writing to the Representative, Morgan Keegan & Company, Inc., 601 California Street, [Suite 2000,] San Francisco, California 94108; Attention: Robert J. Larkins, Managing Director. Section 13. Parties in Interest; Force and Effect This Purchase Agreement is made solely for the benefit of the City and the Underwriters (including their successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City's representations, warranties and agreements contained in this Purchase Agreement shall remain operative and in full force and effect regardless of (a) any investigations made by or on behalf of the Underwriters; or (b) delivery of and payment for the Bonds pursuant to this Purchase Agreement. The agreements contained in this Section 13 and in Section 11 shall survive any termination of this Purchase Agreement. Section 14. Unenforceable Provisions If any provision of this Purchase Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperable or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Purchase Agreement invalid, inoperative or unenforceable to any extent whatsoever. Section 15. Counterparts This Purchase Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Purchase Agreement by signing any such counterpart. Section 16. Governing Law; Venue The validity, interpretation and performance of this Purchase Agreement shall be governed by the laws of the State. Any and all disputes or legal actions or proceedings arising out of this Purchase Agreement or any document related hereto shall be filed and maintained in a court of competent jurisdiction for matters arising in Alameda County; provided that the City may waive the requirement of venue. By execution of and delivery of this Purchase Agreement, the parties hereto accept and consent to the aforesaid jurisdiction. Section 17. Headings The headings of the sections of this Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof. Section 18. Severability In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 074 - 11022 \bpa -3 15