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