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"Agreement" means this Trust Agreement. <br /> "Authorized Representative of the City" means the Mayor, the <br /> Director of Finance of the City, the City Treasurer, and/or any <br /> other person designated in writing by the Mayor and whose signature <br /> is on file with the Trustee. <br /> "Assignment and Deed" means that certain Assignment and Deed <br /> dated as of the Closing herewith executed by Lessor, Underwriter, <br /> City and Trustee for purposes of assigning all Lessor's right, <br /> title and interest in the Ground Lease, Lease, and the Improvements <br /> to the Trustee for the benefit of the Underwriter or its designees. <br /> "Business Day" means any day other than a Saturday, a Sunday, <br /> a day on which banking institutions in the State of Washington, the <br /> State of New York, or any state in which the Principal Office of <br /> the Trustee is located is closed, or a day on which the New York <br /> Stock Exchange is closed. <br /> "Capitalized Financing Costs" means those Financing Costs that <br /> the City, in its sole discretion, determines to finance by adding <br /> such amounts to the principal component of Lease Payments. Such <br /> determination must be made following acceptance of the <br /> Improvements, and prior to bidding the take-out financing. <br /> "Certificates" means the Certificates of Participation <br /> executed and delivered by the Trustee pursuant to Article III of <br /> this Agreement. <br /> "City" means the City of Everett, a duly organized and exist- <br /> ing municipal corporation of the State of Washington. <br /> "Closing" means the date of delivery of the Certificates to <br /> the initial purchaser thereof. <br /> "Code" means the federal Internal Revenue Code of 1986, as <br /> amended, and the applicable rulings and regulations, proposed or <br /> promulgated thereunder. <br /> "Construction Contract" means the contract by and between City <br /> and Lessor for construction of the Improvements, dated May 31, <br /> 1991. <br /> "Financing Costs" means any and all costs incurred or owed by <br /> the City relating to the take-out financing of the Improvements <br /> contemplated by the Lease and Ground Lease, including but not <br /> limited to legal fees, financial advisor fees, printing fees, <br /> insurance premiums, trustee fees, and other costs that the City is <br /> obligated to pay in connection therewith. The City, in its sole <br /> discretion, may determine which of the Financing Costs shall be <br /> C-3 KR173 92/01/27 <br />