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BROKER-DEALER AGREEMENT <br /> This BROKER-DEALER AGREEMENT, dated as of March 1, 1994 (the <br /> "Agreement"), by and between THE BANK OF NEW YORK, a New York corporation acting <br /> as auction agent (together with its successors and assigns, the "Auction Agent") and SMITH <br /> BARNEY SHEARSON INC. (together with its successor and assigns hereinafter referred to as <br /> "Smith Barney"). <br /> WHEREAS, the Santa Ana Financing Authority (the "Authority") proposes to <br /> cause the Trustee to authenticate and deliver$107,399,438.50 aggregate principal amount of its <br /> Police Administration and Holding Facility Jpase Revenue Bonds, Series 1994A, consisting of <br /> $10,600,000 aggregate principal amount of Auction Rate Securities (the "ARS") and <br /> $10,600,000 aggregate principal amount of Inverse Rate Securities (the "IRS") pursuant to an <br /> Indenture of Trust, dated as of March 1, 1994 (the "Indenture") between the Authority and the <br /> Trustee. The Trustee is entering into this Agreement as agent for the Beneficial Owners of the <br /> ARS and IRS pursuant to the Indenture. <br /> WHEREAS, the Indenture provides that the interest rate with respect to the ARS <br /> for each Auction Period after the initial Auction Period shall, except under certain conditions, <br /> equal the sum of the Service Charge Rate and the rate per annum that the Auction Agent advises <br /> results from implementation of the Auction Procedures (the "Auction Rate"). <br /> WHEREAS, pursuant to Section 2.10 of the Auction Agent Agreement, the <br /> Trustee has requested and directed the Auction Agent to execute and deliver this Agreement. <br /> WHEREAS, the Auction Procedures require the participation of one or more <br /> Broker-Dealers. <br /> NOW, THEREFORE, in consideration of the mutual covenants contained herein <br /> and other good and valuable consideration, the receipt and sufficiency of which is hereby <br /> acknowledged, the Auction Agent, as agent of the Trustee, and Smith Barney agree as follows: <br /> Section 1. Definitions and Rules of Construction <br /> 1.1. Terms Defined by Reference. Capitalized terms used herein and not <br /> otherwise defined shall have the meanings given such terms in the Auction Agent Agreement. <br /> 1.2. Terms Defined Herein. As used herein and in each Exhibit hereto, the <br /> following terms shall have the following meanings, unless the context otherwise requires: <br /> "Auction" shall have the meaning specified in Section 2.1 hereof. <br /> LA1-69760.2 <br />