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Exhibit I <br /> Auction Agent <br /> Agreement <br /> NOTICE OF FAILURE TO RECEIVE OPINION <br /> Santa Ana Financing Authority <br /> Police Administration and Holding <br /> Facility Lease Revenue Bonds, Series 1994A <br /> Auction Rate Securities <br /> Inverse Rate Securities <br /> NOTICE IS HEREBY GIVEN that a condition to changing the percentage used to <br /> determine the Minimum Rate, the Applicable Percentage used to determine the Maximum Rate <br /> and the percentage of the existing percentages and Applicable Percentage will be used to <br /> determine the Minimum Rate, the Maximum Rate and the Non-Payment Rate, as the case may <br /> be. The interest rate on the ARS for the next succeeding Auction Period will be equal to the sum <br /> of the Service Charge Rate and the Maximum Rate or, if the Non-Payment Rate is the applicable <br /> interest rate, will be equal to the Non-Payment Rate. <br /> Terms used herein have the meanings set forth in the Indenture relating to the <br /> above-referenced issue. <br /> THE BANK OF NEW YORK, as Auction Agent <br /> By: <br /> Title: <br /> Date: <br /> LA1-69756.2 I-1 <br />