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Section 4. Miscellaneous. 4.1. Termination. Any party may terminate this Agreement at any time upon five days' prior notice to the other party; provided, however, neither Smith Barney nor the Auction Agent may terminate this Agreement without first obtaining prior written consent of the Trustee of such termination, which consent shall not be unreasonably withheld or delayed. This Agreement shall automatically terminate upon the delivery of certificates representing the ARS pursuant to Section 3.01 of the Indenture or upon termination of the Auction Agent Agreement. 4.2. Participant. Smith Barney is, and shall remain for the term of this Agreement, a member of, or participant in, the Securities Depository (or an affiliate of such a member or participant). 4.3. Communications. Except for (i) communications authorized to be made by telephone pursuant to this Agreement or the Auction Procedures and (ii) communications in connection with the Auctions (other than those expressly required to be in writing), all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or facsimile number set forth below: If to Smith Barney, addressed: SMITH BARNEY SHEARSON INC. 1345 Avenue of the Americas 44th Floor - Short Term Products New York, New York 10105 Attention: Theresa M. Gallagher Telephone: (212) 698-3785 Facsimile: (212) 698-5672 If to the Auction Agent, addressed: THE BANK OF NEW YORK 101 Barclay Street 22nd Floor New York, New York 10286 Attention: Corporate Trust Group Telephone: (212) 815-2132 (212) 571-3050 If to the Trustee, addressed: MERIDIAN TRUST COMPANY OF CALIFORNIA 650 California Street, 8th Floor San Francisco, California 94108 Attention: Corporate Trust Department Telephone: (415) 705-6034 Facsimile: (415) 986-6098 LA1-69760.2 11