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Cont. (Part 3)
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Vol. 1- City of Santa Ana Financing Authority (Police Admin. and Holding Facility)
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Cont. (Part 3)
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MARKET AGENT AGREEMENT <br /> This MARKET AGENT AGREEMENT, dated as of March 1, 1994 (the <br /> "Agreement"), by and between Meridian Trust Company of California, a state banking corporation <br /> duly organized and existing pursuant to the laws of the State of California, as Trustee (the <br /> "Trustee"), under an Indenture of Trust, dated as of March 1, 1994 (the "Indenture"), by the Santa <br /> Ana Financing Authority (the "Authority") and Smith Barney Shearson Inc., a Delaware corporation <br /> (in its role as market agent hereunder, the "Market Agent"). <br /> WHEREAS, the Authority proposes to cause the Trustee to authenticate and deliver <br /> $107,399,438.50 aggregate principal amount of the its Police Administration and Holding Facility <br /> Lease Revenue Bonds, Series 1994A, consisting of $10,600,000 aggregate principal amount of <br /> Auction Rate Securities (the "ARS") and $10,600,000 aggregate principal amount of Inverse Rate <br /> Securities (the "IRS") pursuant to the Indenture. The Trustee is entering into this Agreement as <br /> agent for the Beneficial Owners of the ARS and IRS pursuant to the Indenture. <br /> NOW, THEREFORE, in consideration of the premises and the mutual covenants <br /> contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to <br /> be legally bound, the Trustee and the Market Agent agree as follows: <br /> Section 1. Definitions. Capitalized terms used herein and not otherwise defined <br /> shall have the respective meanings given such terms in the Indenture. <br /> Section 2. Appointment of Market Agent. At the written direction of the <br /> Authority, the Trustee hereby appoints Smith Barney Shearson Inc., as Market Agent with respect <br /> to any ARS and IRS to be executed and delivered under and pursuant to the Indenture. The Market <br /> Agent hereby accepts such appointment for the purpose of determining the Index and adjusting the <br /> percentage used in determining the Minimum Rate, the Applicable Percentage used in determining <br /> the Maximum Rate and the percentage of the Index used in determining the Non-Payment Rate, if <br /> any such adjustment is necessary to reflect any Change of Tax Law such that ARS paying the <br /> Maximum Rate, ARS paying the Minimum Rate and ARS paying the Non-Payment Rate in each case <br /> shall have substantially equal market values before and after such Change of Tax Law, upon the <br /> terms and conditions set forth herein. <br /> Section 3. Determination of the Index <br /> (a) On the Business Day immediately preceding each Auction Period Accrual <br /> Date, other than an Auction Period Accrual Date commencing after (i) the occurrence and during <br /> the continuance of a Payment Default and (ii) ownership of the ARS and IRS is no longer maintained <br /> in book-entry form by the Securities Depository, the Market Agent shall determine the Index. Not <br /> later than 9:00 a.m., New York City time, on such Business Day, the Market Agent shall notify the <br /> Auction Agent by telephone of the Index so determined. <br /> LA1-69758.1 1 <br />
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