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Exhibit C Market Agent Agreement NOTICE OF PROPOSED PERCENTAGE CHANGE [The Market Agent shall deliver this notice by 11:00 a.m., New York City time, on the Business Day immediately preceding the Auction Date on which such changes shall be effective, by telex, telecopy or similar means] Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A Auction Rate Securities Inverse Rate Securities NOTICE IS HEREBY GIVEN to the Trustee and the Auction Agent that Smith Barney Shearson Inc., as Market Agent for the above-captioned issue, proposes to change the percentages used to determine the Maximum Rate and the Minimum Rate to reflect a Change of Tax Law in accordance with the Indenture. Assuming the conditions set forth in the Indenture are met, such change will be effective on (the "Effective Date"). [Insert a description of the changes in the Minimum Rate, the Applicable Percentages used to determine the Maximum Rate and the percentage of the Index used to determine the Non-Payment Rate, as the case may be] The Market Agent hereby confirms that Bond Counsel expects to be able to give an opinion on or prior to the Effective Date to the effect that the adjustment in the percentage used to determine the Minimum Rate, the Applicable Percentages used to determine the Maximum Rate and the percentage of the Index used to determine the Non-Payment Rate is authorized by the Indenture, is permitted under the Code and will not have an adverse effect on the exclusion of interest on the ARS and IRS from gross income for federal income tax purposes. If any of the conditions referred to in the paragraph above are not met, the existing percentages used to determine the [ ] shall remain in effect and the Applicable ARS Rate for the next succeeding Auction Period shall equal the sum of the Maximum Rate on the Effective Date and the Service Charge Rate. Dated , SMITH BARNEY SHEARSON INC., as Market Agent By: Name: Its: LA1-69758.1 C-1