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If to the Authority, <br /> addressed: SANTA ANA FINANCING AUTHORITY <br /> 70 Civic Center Plaza <br /> Santa Ma, California 92701 <br /> Attention: Executive Director <br /> Telephone: (714) 647-5360 <br /> Facsimile: (714) 647-6549 <br /> or such other address or facsimile number as such party may hereafter specify for such purpose <br /> by notice to the other party. Each such notice, request or communication shall be effective <br /> when delivered at the address specified herein. Communications shall be given on behalf of <br /> Smith Barney by a Smith Barney Officer and on behalf of the Auction Agent by an Authorized <br /> Officer. Smith Barney may record telephone communications with the Auction Agent. <br /> 4.4. Entire Agreement. This Agreement contains the entire agreement between <br /> the parties relating to the subject matter hereof, and there are no other representations, <br /> endorsements, promises, agreements or understandings, oral, written or inferred, between the <br /> parties relating to the subject matter hereof. <br /> 4.5. Benefits. Nothing in this Agreement, express or implied, shall give to any <br /> person, other than the Auction Agent, Smith Barney and their respective successors and assigns, <br /> any benefit of any legal or equitable right, remedy or claim under this Agreement. <br /> 4.6. Amendment: Waiver. <br /> (a) This Agreement shall not be deemed or construed to be modified, <br /> amended, rescinded, canceled or waived, in whole or in part, except by a written instrument <br /> signed by a duly authorized representative of the parties hereto. <br /> (b) Failure of either party to this Agreement to exercise any right or remedy <br /> hereunder in the event of a breach of this Agreement by the other party shall not constitute a <br /> waiver of any such right or remedy with respect to any subsequent breach. <br /> 4.7. Successors and Assigns. This Agreement shall be binding upon, inure to <br /> the benefit of, and be enforceable by, the respective successors and permitted assigns of each <br /> of Smith Barney and the Auction Agent. <br /> 4.8. Severability. If any clause, provision or section of this Agreement shall <br /> be ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or <br /> unenforceability of such clause, provision or section shall not affect any remaining clause, <br /> provision or sections hereof. <br /> 4.9. Execution in Counterparts. This Agreement may be executed in several <br /> counterparts, each of which shall be an original and all of which shall constitute but one and the <br /> same instrument. <br /> LA1fi4760.2 12 <br />