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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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Section 12. Miscellaneous. <br /> (a) This Agreement contains the entire agreement between the parties relating to <br /> the subject matter hereof, and there are no other representations, endorsements, promises, <br /> agreements or understandings, oral, written or inferred, between the parties relating to the subject <br /> matter hereof. <br /> (b) The terms of this Market Agent Agreement as set forth herein shall not be <br /> waived, altered, modified, amended or supplemented in any manner whatsoever except by written <br /> instrument signed by the parties hereto. <br /> (c) This Agreement shall be binding upon, and inure to the benefit of, the <br /> Trustee, as agent for the Beneficial Owners of the ARS and the IRS, and the Market Agent and their <br /> respective successors and assigns. <br /> (d) If any clause, provision or section hereof shall be ruled invalid or <br /> unenforceable by any court of competent jurisdiction, the invalidity or unenforceability of such <br /> clause, provision or section shall not affect any of the remaining clauses, provisions or sections <br /> hereof. <br /> (e) This Agreement may be executed in several counterparts, each of which shall <br /> be an original and all of which shall constitute but one and the same instrument. <br /> (f) This Agreement shall be governed by and construed in accordance with the <br /> laws of the State of New York applicable to agreements executed and performed in such state. <br /> (g) The Agreement shall become effective on the date of initial delivery of the <br /> ARS and the IRS. <br /> (h) All privileges, rights and immunities given to the Trustee in the Indenture are <br /> hereby extended to and applicable to the Trustee's obligations hereunder. <br /> LA1-69758.1 5 <br />
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