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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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deliver such ARS against payment therefor by book-entry transfer to the account of the <br /> Participant specified by the Beneficial Owner of IRS if not such Broker-Dealer. Such Beneficial <br /> Owner of IRS and the Broker-Dealer who submitted the Tender Demand shall thereupon take <br /> all actions required to have such IRS and the Regular ARS so purchased Fixed pursuant to <br /> Section 8 of Appendix A of the Indenture prior to the next succeeding Closed Period. <br /> Section 3. The Auction Agent. <br /> 3.1. Duties and Responsibilities. <br /> (a) The Auction Agent is acting solely as agent for the Trustee hereunder and <br /> owes no fiduciary duties to any person by reason of this Agreement. <br /> (b) The Auction Agent undertakes to perform such duties and only such duties <br /> as are specifically set forth in this Agreement against the Auction Agent. <br /> (c) In the absence of bad faith or negligence on its part, the Auction Agent <br /> shall not be liable for any action taken suffered, or omitted or for any error of judgment made <br /> by it in the performance of its duties under this Agreement. The Auction Agent shall not be <br /> liable for any error of judgment made in good faith unless the Auction Agent shall have been <br /> negligent in ascertaining (or failing to ascertain) the pertinent facts. <br /> 3.2. Right of the Auction Agent. <br /> (a) The Auction Agent may rely and shall be protected in acting or refraining <br /> from acting upon any communication authorized by this Agreement and upon any written <br /> instruction, notice, request, direction, consent, report, certificate, share certificate or other <br /> instrument, paper or document believed by it to be genuine. The Auction Agent shall not be <br /> liable for acting upon any telephone communication authorized by this Agreement which the <br /> Auction Agent believes in good faith to have been given by the Trustee or by a Broker-Dealer. <br /> The Auction Agent may record telephone communications with the Broker-Dealers. <br /> (b) The Auction Agent may consult with counsel of its own choice, and the <br /> advice of such counsel shall be full and complete authorization and protection in respect of any <br /> action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. <br /> (c) The Auction Agent shall not be required to advance, expend or risk its own <br /> funds or otherwise incur or become exposed to financial liability in the performance of its duties <br /> hereunder. <br /> (d) The Auction Agent may perform its duties and exercise its rights hereunder <br /> either directly or by or through agents or attorneys and shall not be responsible for any willful <br /> misconduct or negligence on the part of any agent or attorney appointed by it with due care <br /> hereunder. <br /> LAI-69760.2 10 <br />
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