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"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 provisions that are set forth in Section 2 of the Auction and Settlement Procedures. "Auction Record Date" shall mean the Business Day preceding each Auction Date. "Authorized Broker-Dealer" shall mean each person listed in Exhibit K hereto. "Authorized Officer" shall mean each Senior Vice President, Vice President, Assistant Vice President, Trust Officer and Assistant Manager of the Auction Agent assigned to its Corporate Trust Group and every other officer or employee of the Auction Agent designated as an "Authorized Officer" for purposes hereof in a written communication to the Trustee. "Authorized Trustee Representative" shall mean the Senior Vice President, Vice President, Assistant Vice President, Assistant Secretary and Trust Officer of the Trustee and every other officer or employee of the Trustee designated as an "Authorized Trustee Representative" for purposes hereof in a communication to the Auction Agent. "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 Agreement" shall mean each agreement between the Auction Agent and a Broker-Dealer substantially in the form attached hereto as Exhibit B. "Broker-Dealer Fee" shall have the meaning specified in Section 6.5 hereof. "Closed Period" shall mean each period (i) commencing at 11:00 a.m., New York City time, on the Business Day immediately preceding any Auction Record Date and ending immediately prior to the opening of business on the Auction Period Accrual Date succeeding such Auction Record Date and (ii) commencing at 11:00 a.m., New York City time, on a Redemption Record Date and ending immediately prior to the opening of business on the related redemption date. "Existing Holder Registry" shall mean the register maintained by the Auction Agent pursuant to Section 2.2(a)(i) hereof. "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. LA1-69756.2 2