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Credit Ratings Applicable Percentage Moody's S&P "Aaa" "AAA" 175% "Aa" "AA" 175% "A" "A" 175% "Baa" "BBB" 200% Below "Baa" Below "BBB" 265% provided, that if the ARS are not then rated by a Rating Agency, the Applicable Percentage shall be 265%. For purposes of this definition, S&P's rating categories of "AAA," "AA," "A," and "BBB," and Moody's rating categories of "Aaa," "Aa," "A," and "Baa," refer to and include the respective rating categories correlative thereto if either or both of such rating agencies have changed or modified their generic rating categories or if Moody's or S&P do not rate, or no longer rate, the ARS or have been replaced. "ARS" shall mean a 1994 Bond issued as an Auction Rate Security, which includes Regular ARS. "Auction" shall mean the implementation of the Auction Procedures on an Auction Date. 'Auction Agent" shall mean the Initial Auction Agent unless and until a. Substitute Auction Agent Agreement becomes effective, after which Auction Agent shall mean the Substitute Auction Agent. "Auction Agent Agreement" shall mean the Initial Auction Agent Agreement unless and until a Substitute Auction Agent Agreement is entered into, after which Auction Agent Agreement shall mean such Substitute Auction Agent Agreement. "Auction Agent Fee" shall have the meaning set forth in the Auction Agent Agreement. "Auction Date" shall mean September 19, 1994, and thereafter the Business Day immediately preceding each Auction Period Accrual Date, other than: (i) an Auction Period Accrual Date which is immediately preceded by an Auction Record Date at the close of business on which all of the outstanding ARS were Fixed; (ii) each Auction Period Accrual Date commencing after the ownership of the ARS is no longer maintained in book-entry form by the Securities Depository; (iii) each Auction Period Accrual Date commencing after the occurrence and during the continuance of a Payment Default; or LA1-63221.5 A-3