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delivered by such Existing Holder in connection with any notice to Existing Holders required to be given by the Auction Agent. 2.9. Payment Default. (a) After delivery by the Trustee to the Auction Agent of a notice pursuant to Section 3(h) of Appendix A of the Indenture that a Payment Default shall have occurred, the Auction Agent shall deliver a Notice of Payment Default to the Broker-Dealers on the Business Day following its receipt of the same by telecopy or other similar means. (b) The Auction Agent shall deliver a copy of any notice received by it from the Trustee to the effect that a Payment Default has been cured to the Broker-Dealers on the Business Day following its receipt of the same by telecopy or other similar means. 2.10. Broker-Dealers. (a) If the Auction Agent is provided with a copy of a Broker-Dealer Agreement, which has been manually signed, with any Authorized Broker-Dealer to which it shall have consented (such consent not to be unreasonably withheld), it shall enter into such Broker-Dealer Agreement with such person. (b) The Auction Agent may, with the written approval of the Trustee (given at the direction of the Authority) who shall be deemed to have the approval of Smith Barney Shearson Inc. so long as Smith Barney Shearson Inc. acts as a Broker-Dealer hereunder, which approval shall not be unreasonably withheld, enter into a Broker-Dealer Agreement with any other broker or dealer (each as defined in the Securities Exchange Act of 1934 as amended), commercial bank or other entity permitted by law to perform the functions required of a broker-dealer and that is a Participant and has executed and delivered a Broker-Dealer Agreement. The Auction Agent shall enter into a Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction; provided, however, such Broker-Dealer Agreement may be effective with respect to an Auction only if the Auction Agent shall have received a manually signed copy of such Broker-Dealer Agreement at least 7 days prior to such Auction. (c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Trustee. 2.11. Access to and Maintenance of Auction Records. The Auction Agent shall afford to the Trustee, its agents, independent public accountants and counsel, access at reasonable times during normal business hours to review and make extracts or copies (at no cost to the Auction Agent) of all books, records, documents and other information concerning the conduct and results of Auctions, provided that any such agent, accountant, or counsel shall furnish the Auction Agent with a letter from the Trustee requesting that the Auction Agent afford such person access. The Auction Agent shall maintain records relating to any Auction for a period of two years after such Auction (unless requested by the Trustee to maintain such records for such longer period not in excess of four years, then for such longer period), and such records shall, in reasonable detail, accurately and fairly reflect the actions taken by the Auction Agent hereunder. The Trustee agrees to keep any information regarding the customers of any Broker-Dealer received from the Auction Agent in connection with this Agreement or any Auction confidential LA1469756.2 10