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"Auction Agent Agreement" shall mean the Auction Agent Agreement dated as of March 1, 1994, by and between the Trustee and the Auction Agent. "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 provisions that are set forth in Section 2 of Exhibit C of the Auction Agent Agreement. "Auction Record Date"shall mean the Business Day preceding each Auction Date. "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 of this Agreement in a communication to Smith Barney. "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. "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. "Notice ofARS Not Fixed"shall mean a notice substantially in the form of Exhibit G to the Auction Agent Agreement. "Notice of Failure to Deliver" shall mean a notice substantially in the form of Exhibit D hereto. "Notice of Transfer" shall mean a notice substantially in the form of Exhibit C hereto. LA1-69760.2 2