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Exhibit D <br /> Broker-Dealer <br /> Agreement <br /> NOTICE OF FAILURE TO DELIVER <br /> (To be used only for failure to deliver ARS sold pursuant to an Auction) <br /> Santa Ana Financing Authority <br /> Police Administration and Holding Facility <br /> I ease Revenue Bonds, Series 1994A <br /> Auction Rate Securities <br /> Inverse Rate Securities <br /> We are (check one) - <br /> a Broker-Dealer for (the "Purchaser"), which <br /> purchased $ (must be in units of $50,000) of the <br /> ARS in the Auction held on from the sale of such <br /> ARS. <br /> a Broker-Dealer for (the "Seller"), which sold <br /> $ (must be in units of $50,000) of the ARS in the <br /> Auction held on <br /> We hereby notify you that (check one) - <br /> the Seller failed to deliver such ARS to the Purchaser. <br /> the Purchaser failed to make payment to the Seller upon delivery of such ARS. <br /> (Name of Broker-Dealer) <br /> By: <br /> Name: <br /> Title: <br /> LAI-69760.2 D-1 <br />