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rendering comparable services to others. The Auction Agent shall advise the Trustee at least annually, at the Trustee's request, of the then current prevailing rate. If the then-current rate at which the Broker-Dealer Fee accrues is not equal to such prevailing rate, the Trustee, with the consent of the Market Agent, shall change the rate at which the Broker-Dealer Fee accrues so that it equals such prevailing rate. If the Trustee changes the Broker-Dealer Fee Rate pursuant to the terms hereof, the Trustee shall notify the Auction Agent thereof. Any change in the rate at which the Broker-Dealer Fee accrues shall be effective on the Interest Payment Date next succeeding such change. (b) On the first Interest Payment Date and each Interest Payment Date thereafter as described above, the Trustee shall pay to the Auction Agent an amount in cash equal to the accrued Auction Agent Fee and the accrued Broker-Dealer Fee payable pursuant to Sections 6.4(a) and 6.5(a) hereof. The Auction Agent shall pay itself an amount equal to the Auction Agent Fee out of such moneys, and pay the remainder of such moneys to the Broker-Dealers in payment of the Broker-Dealer Fee as set forth in Section 2.5(b) of each Broker-Dealer Agreement. Section 7. Miscellaneous. 7.1. Term of Agreement. (a) This Agreement shall terminate on the earlier of(i) the satisfaction and discharge of the Indenture or this Agreement and (ii) the date on which this Agreement is terminated in accordance with this Section. The Trustee may terminate this Agreement in accordance with Section 11 of Appendix A of the Indenture. The Auction Agent may terminate this Agreement upon written notice to the Trustee, the Authority and the Market Agent on the date specified in such notice, which date shall be no earlier than 90 days after the date of delivery of such notice. Notwithstanding the foregoing, the provisions of Section 2 hereof shall terminate upon the delivery of certificates representing the ARS pursuant to Section 5 of the Indenture and the provisions of Section 3 herein shall terminate upon the delivery of certificates representing the ARS or the IRS pursuant to Section 5 of the Indenture. Notwithstanding the foregoing, the Auction Agent may terminate this Agreement if, after notifying the Trustee, the Authority and the Market Agent that it has not received payment of any Auction Agent Fee due it in accordance with the terms hereof, the Auction Agent does not receive such payment within 30 days. (b) Except as otherwise provided in this subsection (b), the respective rights and duties of the Trustee and the Auction Agent under this Agreement shall cease upon termination of this Agreement. The Trustee's representations, warranties, covenants and obligations to the Auction Agent under Sections 5 and 6.4 hereof and to the Broker-Dealer under Section 6.5 hereof shall survive the termination of this Agreement. Upon termination of this Agreement, the Auction Agent shall promptly deliver to the Trustee copies of all books and records maintained by it with respect to the ARS in connection with its duties hereunder. 7.2. Communications. LAI-69756.2 17