Prevailing Rating. For the purposes of the definition of Applicable Spread, means: (a) AA/Aa2 if the Senior Notes have a credit rating of AA or better by Standard & Poor's Ratings Services, Inc. ("S&P") AND Aa2 or better by Moody's Investors Service, Inc. ("Moody's") or the equivalent of such ratings by such agencies or a substitute rating agency or substitute rating agencies selected by the Remarketing Agent; (b) if not under clause (i) above, then A/A2 if the Senior Notes have a credit rating of
... A or better by S&P AND A2 or better by Moody's or the equivalent of such ratings by such agencies or a substitute rating agency or substitute rating agencies selected by the Remarketing Agent; (c) if not under clauses (i) or (ii) above, then BBB/Baa2 if the Senior Notes have a credit rating of BBB or better by S&P AND Baa2 or better by Moody's or the equivalent of such 13 ratings by such agencies or a substitute rating agency or substitute rating agencies selected by the Remarketing Agent; or (d) if not under clauses (i), (ii) or (iii) above, then Below BBB/Baa2. Notwithstanding the foregoing, (A) if (i) the credit rating of the Senior Notes by S&P shall be on the "Credit Watch" of S&P with a designation of "negative implications" or "developing", or (ii) the credit rating of the Senior Notes by Moody's shall be on the "Corporate Credit Watch List" of Moody's with a designation of "downgrade" or "uncertain", or, in each case, on any successor list of S&P or Moody's with a comparable designation, the Prevailing Ratings of the Senior Notes shall be deemed to be within a range one full level lower in the table set forth in the definition of Applicable Spread than those actually assigned to the Senior Notes by S&P and Moody's and (B) if the Senior Notes are rated by only one rating agency prior to or on the Remarketing Date, the Prevailing Rating shall at all times be determined without reference to the rating of any other rating agency; PROVIDED that, if no such rating agency shall have in effect a rating for the Senior Notes and the Remarketing Agent is unable to identify a substitute rating agency or rating agencies, the Prevailing Rating shall be Below BBB/Baa2.
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