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(e) The Auction Agent is not required to accept the Purchaser's Letter of any Potential Holder who wishes to submit a Bid for the first time in an Auction or any Potential Holder or Existing Holder who wishes to amend its Purchaser's Letter unless it is received by the Auction Agent by 3:00 p.m., New York City time, on the Business Day preceding such Auction. 2.3. Minimum and Maximum Rates. (a) On the date hereof the Applicable Percentage is 175%. If there is any change in the ratings then assigned to the ARS by Moody's or S&P (or substitute or successor rating agencies) which results in a change to the Applicable Percentage after the date of this Agreement or if the Applicable Percentage is adjusted by the Market Agent in accordance with Section 6 of Appendix A of the Indenture, the Trustee shall notify the Auction Agent in writing of such change in the Applicable Percentage prior to 9:00 a.m., New York City time, on the Auction Date next succeeding such change. In determining the Maximum Rate on any Auction Date as set forth in Section 2.3(b)(i) hereof, the Auction Agent shall be entitled to rely on the Applicable Percentage of which it has most recently received notice from the Trustee or, in the absence of such notice, the Applicable Percentage set forth in the first sentence of this subsection (a). (b) (i) On each Auction Date, the Auction Agent shall determine the "AA" Composite Commercial Paper Rate, the Minimum Rate and the Maximum Rate. Pursuant to the Market Agent Agreement, not later than 9:00 a.m., New York City time, on each Auction Date, the Market Agent shall notify the Auction Agent by telephone of the Index for use by the Auction Agent in connection with such determination. Not later than 9:30 a.m., New York City time, on each Auction Date, the Auction Agent shall notify the Trustee and the Broker-Dealers of the Minimum Rate and the Maximum Rate so determined and the "AA" Composite Commercial Paper Rate or the Index, as the case may be, used to make such determinations. (ii) If at the close of business on the Auction Record Date immediately preceding any Auction Period all of the outstanding ARS are Fixed, the next succeeding Auction will not be held. (iii) If, after delivery to the Auction Agent of the notice referred to in Section 6 of Appendix A of the Indenture, the Market Agent delivers to the Auction Agent either of the certificates referred to in Sections 2.6(c) or (d) hereof, the next succeeding Auction will not be held and the Auction Agent shall notify the Trustee of the Maximum Rate determined for the next succeeding Auction Period on the first day of such Auction Period pursuant to Section 2.3(b)(i) above. (iv) Upon the occurrence of a Payment Default, Auctions will be suspended and the Applicable ARS Rate for each Auction Period commencing after the occurrence of such Payment Default to and including the Auction Period, if any, during which, or commencing less than two Business Days after, such Payment Default is cured or waived in accordance with the Indenture will equal the Non-Payment Rate, as determined by the Trustee in accordance with the provisions of the Indenture, plus the Service Charge Rate. The Applicable ARS Rate for each Auction Period commencing at least two Business Days after any cure or waiver of a Payment Default shall be the rate determined through implementation of the Auction Procedures plus the Service Charge Rate. LAI-69756.2 7