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66-2/3% of the aggregate principal amount of the ARS and the IRS then outstanding, by an instrument signed by such Beneficial Owners or their attorneys and filed with the Auction Agent, the Trustee and the Market Agent upon at least 30 days' notice. Neither resignation nor removal of the Auction Agent pursuant to the preceding two sentences shall be effective until and unless a Substitute Auction Agent has been appointed and has accepted such appointment. If required by the Market Agent, a Substitute Auction Agent Agreement shall be entered into with a Substitute Auction Agent. Notwithstanding the foregoing, the Auction Agent may terminate the Auction Agent Agreement if, within 30 days after notifying the Trustee, the Authority and the Market Agent in writing that it has not received payment of any Auction Agent Fee due it in accordance with the terms of the Auction Agent Agreement, the Auction Agent does not receive such payment. The Trustee shall not be liable for any action taken, suffered or omitted by the Auction Agent. (b) If the Auction Agent shall resign or be removed or be dissolved, or if the property or affairs of the Auction Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, the Trustee shall use its best efforts to appoint a Substitute Auction Agent. (c) The Auction Agent is acting as agent for the Trustee in connection with Auctions, In the absence of bad faith, negligent failure to act or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted or any error of judgement made by it in the performance of its duties under the Auction Agent Agreement and shall not be liable for any error of judgement made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts. (d) In the event of a change in the rate at which the Auction Agent Fee accrues pursuant to Section 6.4 of the Auction Agent Agreement, the Auction Agent shall mail, first-class postage prepaid, a Notice of Fee Rate Change to the Existing Holders and the Trustee shall mail a Notice of Fee Rate Change to the Beneficial Owners, in each case within two Business Days of such change. (e) The Auction Agent may be removed at any time, at the request of the Authority for any breach of its obligations hereunder or under the Auction Agent Agreement. Section 12. Broker-Dealers. (a) The Auction Agent will enter into a Broker-Dealer Agreement with Smith Barney Shearson Inc., as the Initial Broker-Dealer. The Authority may, from time to time, approve one or more additional persons (who must be Participants) to serve as Broker-Dealers under Broker-Dealer Agreements and shall be responsible for providing such Broker-Dealer Agreements to the Trustee and the Auction Agent. LAI-63221.5 - A-23