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"Existing Holder" shall mean, with respect to any Auction, a person who has executed (and has not withdrawn or terminated) a Purchaser's Letter and who was listed as the Beneficial Owner of ARS (which are not Fixed) in the Existing Holder Registry at the close of business on the Business Day immediately preceding such Auction. "Existing Holder Registry" shall mean the registry of persons who are Beneficial Owners of ARS that are not Fixed, maintained by the Auction Agent as provided in the Auction Agent Agreement. "Fixed" shall mean Regular ARS, the beneficial ownership of which has been linked with an equal aggregate principal amount of Regular IRS, and recorded as such as Newly Fixed AIRS or as Regular Fixed AIRS under the Applicable CUSIP Number at the Securities Depository. "Fixed Percentage" shall mean, as of any Redemption Record Date, the percentage obtained by dividing the aggregate principal amount of outstanding ARS and IRS which are Fixed on such Redemption Record Date by the aggregate principal amount of outstanding ARS and IRS on such Redemption Record Date. "Fixed Rate" shall mean 5.750% per annum in the case of the ARS and IRS maturing on July 1, 2014. "Index" shall mean, on any date of determination, the PSA Index, or if such rate is not available, the Index so determined by the Market Agent for the AIRS, which shall equal the prevailing rate for bonds rated in the highest short-term rating category by Moody's and S&P in respect of issuers most closely resembling the "high grade" component issuers included in the PSA Index that are subject to tender by the holders thereof for purchase on not more than seven (7) days notice and the interest on which is (i) variable on a weekly basis, (ii) excludable from gross income for federal income tax purposes under the Code, and (iii) not subject to an "alternate minimum tax" or similar tax under the Code, unless all tax-exempt bonds are subject to such tax. Initial Auction Agent" shall mean Bank of New York, a New York corporation, its successors and assigns. "Initial Auction Agent Agreement" shall mean the Auction Agent Agreement, dated as of March 1, 1994, between the Trustee and the Initial Auction Agent, including any amendment thereof or supplement thereto. "Initial Market Agent" shall mean Smith Barney Shearson Inc., its successors and assigns. "Interest Payment Date" shall mean January 1, 1995, semi-annually thereafter on each January 1 and July 1 and at maturity; provided, however, that if any LAI-63221.5 A-6