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WHEREAS, under the Facility Lease, the City would be <br />obligated to make base rental payments to the Corporation for <br />the lease of the Facility; <br />WHEREAS, it is proposed that all rights to~receive <br />such base rental payments (together with the additional <br />payments provided for in the Facility Lease) will be assigned <br />without recourse by the Corporation to a trustee pursuant to <br />an agreement, entitled "Assignment Agreement" and tentatively <br />dated as of October 1, 1991; <br />WHEREAS, it is further proposed that the <br />Corporation, the City and Bank of America National Trust and <br />Savings Association, as trustee (herein called the "Trustee"), <br />shall enter into an agreement, entitled "Trust Agreement" and <br />tentatively dated as of October 1, 1991 (herein called the <br />"Trust Agreement"), pursuant to which the Trustee will execute <br />and deliver certificates of participation (herein called the <br />"Certificates of Participation") in an amount equal to the <br />aggregate principal components of such base rental payments, <br />each evidencing and representing a fractional undivided <br />interest in such base rental payments, and will use the <br />proceeds to finance the acquisition, construction and <br />financing of the Project; <br />WHEREAS, the official notice of sale and official <br />statement describing the Certificates of Participation have <br />been mailed to prospective purchasers of the Certificates of <br />3 <br />06112 <br />