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Lease, the Lease and the Improvements, and wishes to arrange that <br /> the same be assigned to the Trustee to be held in trust for the <br /> benefit of the Owners from time to time of certificates of <br /> participation (the "Certificates") evidencing undivided <br /> proportionate ownership interests in the Ground Lease, the Lease <br /> and the Improvements, which Certificates will be executed and <br /> delivered by the Trustee or its agent pursuant to this Trust <br /> Agreement; and <br /> WHEREAS, the Underwriter has paid or will pay the Lessor the <br /> full purchase price of the Lessor's interest in the Ground Lease <br /> in accordance with the Construction Contract, the Lease and the <br /> Improvements, and the Lessor has assigned or will assign all its <br /> right, title, if any, and interest in and to the Ground Lease, <br /> Lease and the Improvements to the Trustee, and the Trustee has <br /> accepted or hereby accepts such assignment in trust for the benefit <br /> of Underwriter or holders of the Certificates; and <br /> NOW, THEREFORE, the parties hereby agree as follows: <br /> ARTICLE I <br /> DEFINITIONS AND CONSTRUCTION <br /> Section 1. 01. Definitions. Capitalized terms included in <br /> this Agreement and not defined in this Section 1. 01 shall have the <br /> meanings given them in the Lease. The following terms shall have <br /> the meanings given below unless the context clearly requires <br /> otherwise: <br /> "Acquisition Price" means the total amount necessary to <br /> acquire all of Lessor's right, title and interest in the Impro- <br /> vements, the Ground Lease and the Lease, in accordance with the <br /> Construction Contract, which sum has been agreed by the City, <br /> Lessor and Underwriter to be the amount of $1, 684, 173 (the "Base <br /> Bid Contract Amount, " plus Additional Costs, plus $100) . <br /> "Additional Costs" means any amounts required to be paid by <br /> the City to Lessor under the Construction Contract in addition to, <br /> or as a reduction of, the Base Bid Contract Amount, including, but <br /> not limited to, amounts payable for City-approved change orders and <br /> delay damages, and all taxes applicable to the Leased Premises <br /> subsequent to the date of the Lease through the date of <br /> commencement of the Lease term thereunder. <br /> "Additional Rent" means amounts payable by the City to parties <br /> other than Lessor, pursuant to Section 4 .2 of the Lease, including <br /> but not limited to taxes and utilities and Non-Capitalized <br /> Financing Costs. <br /> C-2 KR173 92/01/27 <br />