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one-half of the aggregate principal amount of outstanding Newly Fixed AIRS, at the close of business on the Auction Record Date immediately preceding such Auction Period Accrual Date, multiplied by (iii) the actual number of days in the applicable Auction Period, divided by (iv) 360 (the "Auction Agent Fee"). The Auction Agent Fee shall be payable solely out of amounts received by the Auction Agent in accordance with Section 6.5(b) hereof. The rate at which the Auction Agent Fee accrues shall be such that the Auction Agent receives as compensation for all services rendered by it under this Agreement and the Broker-Dealer Agreements an amount comparable to that received by the Auction Agent and other institutions performing similar functions for rendering comparable services to others and which at least reflects the actual costs to the Auction Agent of rendering such services, including the amount of any fees payable by the Auction Agent to the Market Agent. The Auction Agent and the Trustee each agree to negotiate in good faith from time to time to determine the appropriate rate at which the Auction Agent Fee should accrue; provided, however, that if the entity serving as Trustee is also serving as Auction Agent, the appropriate rate at which the Auction Agent Fee should accrue shall be determined through good faith negotiations between the Auction Agent and the Market Agent pursuant to the Market Agent Agreement in accordance with this subsection (a); provided further that in the event Smith Barney Shearson Inc. is a Broker-Dealer, it shall consent to any change in the rate at which the Auction Agent Fee should accrue. Any change in the rate at which the Auction Agent Fee accrues shall be effective on the Auction Date next succeeding such change. (b) The Trustee shall indemnify and hold harmless the Auction Agent to the extent and only to the extent that the Trustee is reimbursed therefor by the Authority pursuant to the Indenture for and against any loss, liability or expense incurred without negligence or bad faith on the Auction Agent's part, arising out of or in connection with its agency under this Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses (including the reasonable fees and expenses of its counsel) of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder and of enforcing this indemnification provision; provided that the Trustee shall not indemnify the Auction Agent pursuant to this subsection (b) for any fees and expenses incurred by the Auction Agent in the normal course of performing its duties hereunder and under the Broker-Dealer Agreements. 6.5. Compensation of the Broker-Dealers. (a) On the first Auction Period Accrual Date and each Auction Period Accrual Date immediately following an Auction Date, the Broker-Dealers shall be entitled to receive a fee, which fee will be payable on the next succeeding Interest Payment Date, for all services rendered by them under the Broker-Dealer Agreements with respect to the Auction held on such Auction Date in an amount equal initially to (i) J.251 of 1% per annum, multiplied by (ii) (A) in the case of the first Auction Period Accrual Date, the aggregate principal amount of outstanding Regular ARS on the Closing Date or (B) in the case of each subsequent Auction Period Accrual Date, the aggregate principal amount of outstanding Regular ARS and one-half of the aggregate principal amount of outstanding Newly Fixed AIRS at the close of business on the Auction Record Date immediately preceding such Auction Period Accrual Date, multiplied by (iii) the number of days in the applicable Auction Period, divided by (iv) 360 (the "Broker-Dealer Fee"). The accrued Broker-Dealer Fee shall be payable solely out of amounts received by the Auction Agent on each Interest Payment Date in accordance with Section 6.5(b) hereof. The rate at which the Broker-Dealer Fee accrues shall be the prevailing rate received by broker-dealers for LA1-69756.2 16