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(iv) any Auction Period Accrual Date commencing less than two Business Days after the cure or waiver of a Payment Default. "Auction Period" shall mean the period from and including the Closing Date to, but not including, the first Auction Period Accrual Date and, thereafter, from and including each Auction Period Accrual Date to, but not including, the next succeeding Auction Period Accrual Date; provided, however, that if such date is later than the maturity date of a maturity of ARS, the last day of such Auction Period shall be the maturity date of such ARS. "Auction Period Accrual Date" shall mean September 20, 1994 and every 5th Tuesday thereafter (or such other day that the Market Agent shall establish as an Auction Period Accrual Date); provided, however, that if such day is not a Business Day, the Auction Period Accrual Date shall be the next succeeding Business Day. 'Auction Procedures" shall mean the procedures set forth in the Auction Agent Agreement. 'Auction Rate" shall mean with respect to the interest rate on each maturity of ARS, the rate or rates of interest per annum that results from implementation of the Auction Procedures, and determined as described in Section 2(c)(ii) of the Auction Procedures. "Auction Record Date" shall mean the Business Day preceding each Auction Date. "Authorized Denomination" shall mean, with respect to the ARS and the IRS, $50,000 or any integral multiple thereof. "Beneficial Owner" shall mean the person who is (i) the beneficial owner of ARS or IRS according to the records of the Securities Depository while such ARS and IRS are in book-entry form or (ii) the registered holder of ARS or IRS according to the records of the Trustee while such ARS and IRS are not in book-entry form. "Broker-Dealer" shall mean Smith Barney Shearson Inc. or any other broker or dealer (each as defined in the Securities Exchange Act), commercial bank or other entity permitted by law to perform the functions required of a Broker-Dealer set forth in the Auction Procedures which (i) is a Participant (or an affiliate of a Participant), (ii) has been appointed as such by the Authority pursuant to Section 12 of this Appendix, and (iii) has entered into a Broker-Dealer Agreement that is in effect on the date of reference. "Broker-Dealer Agreement" shall mean each agreement between the Auction Agent and a Broker-Dealer pursuant to which the Broker-Dealer agrees to participate in Auctions as set forth in the Auction Procedures, as from time to time amended or supplemented. Each Broker-Dealer Agreement shall be substantially in the form of the LA1-63221.5 A-4