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Exhibit D <br /> Market Agent <br /> Agreement <br /> NOTICE OF PERCENTAGE CHANGE <br /> Authority <br /> Police Administration and Holding Facility <br /> Lease Revenue Bonds, Series 1994A <br /> Auction Rate Securities <br /> Inverse Rate Securities <br /> NOTICE IS HEREBY GIVEN to the Trustee and the Auction Agent that Smith Barney <br /> Shearson Inc., as Market Agent for the ARS and IRS identified above, hereby authorized a change <br /> effective the date hereof in the percentages used to determine the Maximum Rate and the Minimum <br /> Rate to reflect a Change of Tax Law in accordance with the Indenture. <br /> [Insert a description of the changes in the Minimum Rate, the Applicable <br /> Percentages used to determine the Maximum Rate and the percentage of the <br /> Index used to determine the Non-Payment Rate, as the case may be] <br /> The Market Agent also confirms that Bond Counsel has delivered its opinion dated the date <br /> hereof to the effect that the adjustment in the percentage used to determine the Minimum Rate, the <br /> Applicable Percentages used to determine the Maximum Rate and the percentage of the Index used <br /> to determine the Non-Payment Rate is authorized by the Indenture, is permitted under the Code and <br /> will not have an adverse effect on the exclusion of interest on the ARS and IRS from gross income <br /> for federal income tax purposes. <br /> Dated <br /> SMITH BARNEY SHEARSON INC., <br /> as Market Agent <br /> By: <br /> Name: <br /> Its: <br /> 1.A1-69758.1 D-1 <br />