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Auction Agent is located are closed or are required to close or a day on which the New York Stock Exchange is closed. "Change of Tax Law" shall mean, with respect to any Beneficial Owner of ARS or IRS, any amendment to, the Code or other statute enacted by the Congress of the United States or any temporary, proposed or final regulation promulgated by the United States Treasury after the closing date, which (i) changes or would change any deduction, credit or other allowance allowable in computing liability for any federal tax with respect to, or (ii) imposes or would impose or reduces or would reduce or increases or would increase any federal tax (including, but not limited to, preference or excise taxes)upon, any interest earned by any holder of bonds the interest on which is excluded from federal gross income under Section 103 of the Code. "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. "Code" shall mean the Internal Revenue Code of 1986, as from time to time amended. "Existing Holder" shall mean, with respect to any Auction, a person who has executed (and has not withdrawn or terminated) a Purchaser's Letter and who was listed as the Beneficial Owner of ARS (which are not Fixed) in the Existing Holder Registry at the close of business on the Business Day immediately preceding such Auction. "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. "Fixed Rate" shall mean 5.750% per annum in the case of the ARS and IRS maturing on July 1, 2014. "Initial Auction Agent" shall mean The Bank of New York, a New York corporation, its successors and assigns. "Initial Auction Agent Agreement" shall mean the Auction Agent Agreement, dated as of March 1, 1994, between the Trustee and the Initial Auction Agent, including any amendment thereof or supplement thereto. "Initial Market Agent" shall mean Smith Barney Shearson Inc., its successors and assigns. "Interest Payment Date" shall mean January 1, 1995, semi-annually thereafter on each January 1 and July 1 and at maturity; provided, however, that if any such day is not a Business Day, interest due on such day shall be paid on the next succeeding Business Day without accrual of any additional interest. "Interest Period" shall mean the period commencing on and including an Interest Payment Date and ending on and excluding the next succeeding Interest Payment Date; provided, however, that the first Interest Period shall commence on the closing date. "Market Agent" shall mean the Initial Market Agent unless and until a Substitute Market Agent Agreement is entered into, after which Market Agent shall mean the Substitute Market Agent. "Market Agent Agreement" shall mean the Market Agent Agreement, dated as of March 1, 1994, between the Trustee and the Initial Market Agent, until and unless a Substitute Market Agent Agreement is G-3