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San Leandro Public Financing Authority (the “Authority”), assisted the Agency in undertaking various redevelopment activities within the boundaries of the Agency’s Joint Project Area by causing the execution and delivery of its 2001 Certificates of Participation (Joint Project Area Financing) (the “2001 Certificates”) evidencing lease payments (the “2001 Lease Payments”) to be made by the City under a lease agreement dated as of December 1, 2001 (the “2001 Lease Agreement”), entered into between the City and the Authority; WHEREAS, the Agency, pursuant to the Reimbursement Agreement Agreement (Joint Project Area) dated as of December 1, 2001 (the “2001 Reimbursement Agreement”), between the Agency and the City, agreed to provide for reimbursement to the City the moneys paid by the City as 2001 Lease Payments for the purpose of providing such assistance, and, to date, has made all such reimbursement payments due under the 2001 Reimbursement Agreement; WHEREAS, in order to achieve debt service savings, the Authority and the City desire to prepay the 2001 Certificates and to prepay the City’s obligations under the 2001 Lease Agreement and, to that end, among others, the Authority is issuing its 2013 Refunding Lease Revenue Bonds (the “2013 Bonds”); WHERAS, in connection with the issuance of the 2013 Bonds, the Authority, as lessor, and the City, as lessee, are entering into a Lease Agreement dated as of January 1, 2013 (the “2013 Lease Agreement”); -2-WHEREAS, Appendix B to the 2013 Lease Agreement sets forth the portion of the Lease Payments (as defined in the 2013 Lease Agreement) relating to the prepayment of the 2001 Certificates and the prepayment of the 2001 Lease Payments (the “2001 Refunding Lease Payments”); WHEREAS, in order to encourage the City to enter into the 2013 Lease Agreement, prepay the 2001 Certificates and prepay the 2001 Lease Payments, thereby achieving debt service savings, the Successor Agency desires to continue the financial assistance provided through the 2001 Reimbursement Agreement by entering into, with the City, this 2013 Reimbursement Agreement; and WHEREAS, the Successor Agency’s Oversight Board and the Department of Finance of the State of California have approved the execution, delivery and performance of this 2013 Reimbursement Agreement by the Successor Agency; and WHEREAS, the parties hereto, in consideration of their mutual undertakings, past and present, herein and otherwise, desire to provide for reimbursement to the City for the 2001 Refunding Lease Payments; NOW, THEREFORE, in consideration of the mutual covenants herein contained it is agreed by and between the parties hereto, as follows: Section 1. Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall, for all purposes of this 2013 Reimbursement Agreement and of any amendment hereto, and of any certificate, opinion, estimate or other document herein mentioned, have the meanings herein specified. Any capitalized term not defined herein shall have the meaning given to such term elsewhere herein or in the 2013 Lease Agreement, as applicable. “Agency” means the Redevelopment Agency of the City of San Leandro, a redevelopment agency and public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California. “Authority” means the San Leandro Public Financing Authority, a joint exercise of powers authority duly organized and existing under the laws of the State of California. “City” means the City of San Leandro, California, a chartered law city and municipal Authority duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Joint Project” means the Alameda County -City of San Leandro Redevelopment Project Area. “Law” means the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State of California and the acts amendatory thereof and in supplement thereto. Whenever reference is made in this 2013 Reimbursement Agreement to the Law, reference is made to the Law as in force on the date of the execution of this 2013 Reimbursement Agreement, provided that, for purposes of the definition of Tax Increment Revenues only, the term Law shall refer to the Community Redevelopment Law of the State of California in effect as of the time of execution of the 2001 Reimbursement Agreement. -3-“Successor Agency” means the Successor Agency to the Redevelopment Agency of the City of San Leandro, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California. “Tax Increment Revenues” means all taxes allocated to, and paid into a special fund of the Agency for the Joint Project pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California, and as provided in the redevelopment plan for the Joint Project, including all payments and reimbursements, if any, to the Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, but excluding any amounts required to be used to improve the community’s supply of low or moderate income housing pursuant to Section 33334.2 of the Law (or any successor or related Section of the Law). “2001 Refunding Lease Payments” means the Lease Payments (as defined in the 2013 Lease Agreement) relating to to the refunding of the 2001 Certificates and the prepayment of the 2001 Lease Payments, as set forth in Appendix B to the 2013 Lease Agreement Section 2. Reimbursement. (a) To assist the City in paying the 2001 Refunding Lease Payments, as set forth in Appendix B to the 2013 Lease Agreement, the Successor Agency and the City agree that Tax Increment Revenues shall be used and applied to repay the City for all such 2001 Refunding Lease Payments made by the City to the Authority under the 2013 Lease Agreement. (b) Subject to pledges of Tax Increment Revenues heretofore made by the Agency, including the pledges made with respect to certain agreements set forth in Exhibit A hereto, or which may hereafter be made by the Successor Agency that the Successor Agency hereby determines will be paid on a basis senior to the payments due hereunder, the Successor Agency hereby agrees to make payments from Tax Increment Revenues to pay to the City an amount equal to the 2001 Refunding Lease Payments required to be made by the City to the Authority under the 2013 Lease Agreement (whether or not such payments are actually made or are subject to abatement) including the principal and interest components thereof, in each case on the dates and in the amounts set forth on Exhibit B hereto. In the event the Successor Agency does not have sufficient Tax Increment Revenues in a particular year to make such payment or any portion thereof, the City agrees to allow the Successor Agency to carry the balance forward until there is sufficient Tax Increment Revenues available to meet said obligation or the City may, in its discretion, waive such payment(s). The earliest payments carried forward shall be paid first from available Tax Increment Revenues and then the next payments due, until the Successor Agency has come current with the required payment schedule. Section 3. Pledge and Assignment. (a) Subject to the rights hereunder of the Successor Agency to issue additional parity and or subordinate tax allocation bonds or other obligations obligations payable from Tax Increment Revenues, the Successor Agency hereby, for the security of the Successor Agency’s payment obligation hereunder, pledges, pursuant to Section 34177.5(a)(3) of the California Health and Safety Code, the Tax Increment Revenue to the City, and creates a lien thereon, for the benefit of the City, and such lien shall be subject to no prior liens except those created pursuant to the obligations listed on Exhibit A hereto. Such pledge and lien shall have the same effect and -4-priority as the pledge and lien of Tax Increment Revenues made under the 2001 Reimbursement Agreement. (b) The Successor Agency agrees that it will take all actions necessary under the Law to receive the Tax Increment Revenue. Section 4. Additional Obligations. The Successor Agency shall not issue any bonds or other obligations payable from Tax Increment Revenues on a parity with the amounts due hereunder unless and until the Successor Agency shall first deliver to the City a certificate certifying that the amount of Tax Increment Revenues in the fiscal year that such bonds are issued, or other obligations are executed, is at least sufficient to pay the sum of the following: (i) the largest amount due during any 12 month period ending September 1 with respect to the amounts listed in Exhibit A hereto; (ii) the largest amount due hereunder during any 12 month period ending September 1; and (iii) the largest debt service and other payments due on such bonds or other obligations during any 12 month period ending September 1. Section 5. Term. The term of this 2013 Reimbursement Agreement shall commence on the date of recordation of the 2013 Lease Agreement in the Office of the County Recorder of Alameda County, State of California, and shall end on December 1, 2026, subject to the next two succeeding sentences. If on December 1, 2026, the aggregate amount of 2001 Refunding Lease Payments shall not have been paid, or provision shall not have been made for their payment, then the term of this 2013 Reimbursement Agreement shall be extended until such 2001 Refunding Lease Payments shall be fully paid or provision made for such payment. If, prior to December 1, 2026, all 2001 Refunding Lease Payments shall be fully paid or provision made for such payment in accordance with the 2013 Lease Agreement, the term of this 2013 Reimbursement Agreement shall end on such earlier date. -5-IN WITNESS HEREOF, the parties hereto have executed this (Joint Project Area) Reimbursement Agreement as of the day and year first above written. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO By: Executive Director CITY OF SAN LEANDRO, CALIFORNIA By: City Manager A-1 EXHIBIT A PRIORITY LIEN AGREEMENTS 1. Agreement dated as of July 6, 1993, among the Redevelopment Agency of the City of San Leandro, the County of Alameda, the County of Alameda Library District, the County of Alameda Flood Control District and the Eden Fire Protection District. 2. Agreement dated as of October 4, 1993, between the Alameda – Contra Costa Transit District and the Redevelopment Agency of the City of San Leandro. 3. Agreement dated as of October 4, 1993, between the East Bay Regional Parks District and the Redevelopment Agency of the City of San Leandro. 4. Agreement dated as of November 22, 1993, between the Hayward Area Recreation and Park District and the Redevelopment Agency of the City of San Leandro. 5. Agreement dated as of July 21, 1993, between the Redevelopment Agency of the City of San Leandro and the Alameda County Superintendent of Schools. 6. Agreement dated as of July 21, 1993, between the Redevelopment Agency of the City of San Leandro and the San Leandro Unified School District. 7. Agreement dated as of July 21, 1993, between the Redevelopment Agency of the City of San Leandro and the San Lorenzo Unified School District. 8. Improvement and Reimbursement Agreement executed in December, 1994 between Westland Bay Fair Mall, L.P., and the San Leandro Redevelopment Agency, as amended by Amendment No. 1 dated as of June 15, 1998 between Bay Fair Mall, LLC and the Agency and Amendment No. 2 dated as of July 1, 2000 between Bay Fair Mall, LLC and the Agency. 9. Agreement Regarding Alameda County – City of San Leandro Redevelopment Project dated as of July 1, 1993, between the Agency and the County. 10. $27,530,000 initial aggregate principal amount of Redevelopment Agency of the City of San Leandro Alameda County -City of San Leandro Redevelopment Project Tax Allocation Bonds, Series 2008. B-1 EXHIBIT B Payment Date Payment May 25, 2013 November 25, 2013 May 25, 2014 November 25, 2014 May 25, 2025 November 25, 2025 May 25, 2016 November 25, 2016 May 25, 2017 November 25, 2017 May 25, 2018 November 25, 2018 May 25, 2019 November 25, 2019 May 25, 2020 November 25, 2020 May 25, 2021 November 25, 2021 May 25, 2022 November 25, 2022 May 25, 2023 November 25, 2023 May 25, 2024 November 25, 2024 May 25, 2025 November 25, 2025 May 25, 2026 November 25, 2026 60295-01 JH:SM:mwk 10/19/12 10/30/12 IRREVOCABLE REFUNDING INSTRUCTIONS Relating to: City of San Leandro 2001 Certificates of Participation (Joint Project Area Financing) These IRREVOCABLE REFUNDING INSTRUCTIONS (these “Instructions”) are dated as of January 1, 2013 and are given by the SAN LEANDRO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority"), and the CITY OF SAN LEANDRO, a municipal corporation and chartered city duly organized and existing under the laws of the State of California (the "City") to U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee for the 2001 Certificates described below (the "2001 Trustee"). BACKGROUND 1. The Authority is issuing $_________ aggregate principal amount of its 2013 Refunding Lease Revenue Bonds (the "2013 Bonds") pursuant to an Indenture dated as of January 1, 2013 (the “Indenture”) between the Authority and U.S. Bank National Association, as trustee for the 2013 Bonds (the “2013 Trustee”). 3. The 2013 Bonds are being issued for the purpose, among others, of providing moneys sufficient to prepay the outstanding City of San Leandro 2001 Certificates of participation (Joint Project Area Financing) (the "2001 Certificates"). 4. The 2001 Certificates are subject to prepayment on any date commencing December 1, 2010, and the Authority and the City have determined to prepay the 2001 Certificates on _____ __, 2013. 5. In order to accomplish the prepayment of the outstanding 2001 Certificates, the City will deposit, or cause to be deposited, a portion of the proceeds of the 2013 Bonds and certain other moneys with the 2001 Trustee in accordance with these Instructions. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: Section 1. Creation of Escrow Fund. The 2001 Trustee is directed to establish a special and irrevocable escrow fund (the "Escrow Fund") to be held in the custody of the 2001 Trustee in trust for the benefit of the owners of the 2001 Certificates. The Escrow Fund will be held in trust solely for the benefit of the owners of the 2001 Certificates and the moneys and securities held in the Escrow Fund will be irrevocably set aside for the payment of the 2001 Certificates as provided herein. The Authority will have no interest in the funds or investments held in the Escrow Fund. Section 2. Deposit to the Escrow Fund; Investment. The 2001 Trustee will deposit the amount of $_____________ in the Escrow Fund, with $___________ to be derived from the 2 proceeds of the 2013 Bonds, and $____________ to be derived from a release of cash on deposit in the indenture relating to the 2001 Certificates. The 2001 Trustee will, on ______________, ____, use $__________ of such amount to purchase certain securities and investments for the Escrow Fund, all as listed on Schedule A attached hereto and made a part hereof (which securities the Authority and the City represent are non-callable Federal Securities, as defined in the Trust Agreement dated as of December 1, 2001 (the “2001 Trust Agreement”) among the 2001 Trustee, the Authority and the City) maturing on the dates and in the amounts necessary to make the transfers described in Section 3, and will retain $.__ in cash in the Escrow Fund. Section 3. Instructions as to Payment of 2001 Certificates. The 2001 Trustee will apply the amounts held in the Escrow Fund for the sole purposes of prepaying the 2001 Certificates on ________ __, 2013, as set forth in Schedule B hereto, at a price of par, plus accrued interest. The 2013 Trustee has no lien upon or right of set off against the securities and cash at any time on deposit in the Escrow Fund. Any moneys remaining in the Escrow Fund following prepaying of the 2001 Certificates as described above will be transferred to the 2013 Trustee for deposit in the Bond Fund relating to the 2013 Bonds. Section 4. Notice of Redemption; Irrevocable Election to Prepay. (a) The Authority hereby instructs the 2001 Trustee to give notice of the redemption of the 2001 Certificates identified in Schedule B hereto in accordance with the requirements of Section 4.03 of the 2001 Trust Agreement. (b) In accordance with Section 13.01 of the 2001 Trust Agreement and Section 9.1 of the Lease Agreement dated as of December 1, 2001 (the “2001 Lease”) between the Authority, as lessor, and the City, as lessee, the Authority and the City hereby signify that, by making the deposits in the Escrow Fund described in Section 2 above, it is discharging the 2001 Certificates identified in Schedule B. The Authority and the City further acknowledge that such deposit constitutes a full prepayment of the outstanding Lease Payments under the 2001 Lease. Section 5. Compensation of 2001 Trustee. For acting under these Instructions, the 2001 Trustee will be entitled to payment of fees for its services and reimbursement of advances, counsel fees and other expenses reasonably and necessarily made or incurred by the 2001 Trustee in connection with its services under these Instructions; however, such amount will never be payable from or become a lien upon the Escrow Fund. Section 6. Application of Certain Terms of 2001 Trust Agreement. All of the terms of the 2001 Trust Agreement relating to the payment and redemption of principal of and interest and redemption premium, if any, on the 2001 Certificates, and the protections, immunities and limitations from liability afforded the 2001 Trustee, are incorporated in these Instructions as if set forth in full herein. 3 Section 7. Counterparts. These Instructions may be signed in several counterparts, each of which will constitute an original, but all of which will constitute one and the same instrument. SAN LEANDRO PUBLIC FINANCING AUTHORITY By: Executive Director CITY OF SAN LEANDRO By City Manager Accepted: U.S. BANK NATIONAL ASSOCIATION, as 2001 Trustee By: Authorized Officer SCHEDULE A ESCROW FUND Type Coupon Maturity Par Amount Total Purchase Price United States Treasury Security --State and Local Government Series ____% February __, 2013 $_______ $_______ Exhibit A-1 SCHEDULE B 2001 Certificates Maturity Date (December 1) Principal Amount Interest Rate 2013 $180,000 4.35% 2014 185,000 4.50 2015 195,000 4.70 2016 205,000 4.75 2017 210,000 4.80 2026 2,465,000 5.10 60295-01 JH:SM:mwk 10/19/12 10/30/12 IRREVOCABLE REFUNDING INSTRUCTIONS Relating to: City of San Leandro 2003 Certificates of Participation (City Hall Refunding Project) These IRREVOCABLE REFUNDING INSTRUCTIONS (these “Instructions”) are dated as of January 1, 2013 and are given by the SAN LEANDRO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority"), and the CITY OF SAN LEANDRO, a municipal corporation and chartered city duly organized and existing under the laws of the State of California (the "City") to U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee for the 2003 Certificates described below (the "2003 Trustee"). BACKGROUND 1. The Authority is issuing $_________ aggregate principal amount of its 2013 Refunding Lease Revenue Bonds (the "2013 Bonds") pursuant to an Indenture dated as of January 1, 2013 (the “Indenture”) between the Authority and U.S. Bank National Association, as trustee for the 2013 Bonds (the “2013 Trustee”). 3. The 2013 Bonds are being issued for the purpose, among others, of providing moneys sufficient to prepay the outstanding City of San Leandro 2003 Certificates of participation (City Hall Refunding Project) (the "2003 Certificates"). 4. The 2003 Certificates are subject to prepayment on any date commencing June 1, 2013, and the Authority and the City have determined to prepay the 2003 Certificates on said date. 5. In order to accomplish the prepayment of the outstanding 2003 Certificates, the City will deposit, or cause to be deposited, a portion of the proceeds of the 2013 Bonds and certain other moneys with the 2003 Trustee in accordance with these Instructions. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: Section 1. Creation of Escrow Fund. The 2003 Trustee is directed to establish a special and irrevocable escrow fund (the "Escrow Fund") to be held in the custody of the 2003 Trustee in trust for the benefit of the owners of the 2003 Certificates. The Escrow Fund will be held in trust solely for the benefit of the owners of the 2003 Certificates and the moneys and securities held in the Escrow Fund will be irrevocably set aside for the payment of the 2003 Certificates as provided herein. The Authority will have no interest in the funds or investments held in the Escrow Fund. Section 2. Deposit to the Escrow Fund; Investment. The 2003 Trustee will deposit the amount of $_____________ in the Escrow Fund, with $___________ to be derived from the proceeds of the 2013 Bonds, and $____________ to be derived from a release of cash on 2 deposit in the indenture relating to the 2003 Certificates. The 2003 Trustee will, on ________ __, 2013, use $__________ of such amount to purchase certain securities and investments for the Escrow Fund, all as listed on Schedule A attached hereto and made a part hereof (which securities the Authority and the City represent are non-callable Federal Securities, as defined in the Trust Agreement dated as of May 1, 2003 (the “2003 Trust Agreement”) among the 2003 Trustee, the Authority and the City) maturing on the dates and in the amounts necessary to make the transfers described in Section 3, and will retain $.__ in cash in the Escrow Fund. Section 3. Instructions as to Payment of 2003 Certificates. The 2003 Trustee will apply the amounts held in the Escrow Fund for the sole purposes of paying debt service on the 2003 Certificates coming due on June 1, 2013 and prepaying the 2003 Certificates maturing on and after June 1, 2014 on June 1, 2013, as set forth in Schedule B hereto, at a price of 101% of the par amount thereof, plus accrued interest. The 2003 Trustee has no lien upon or right of set off against the securities and cash at any time on deposit in the Escrow Fund. Any moneys remaining in the Escrow Fund following prepaying of the 2003 Certificates as described above will be transferred to the 2013 Trustee for deposit in the Bond Fund relating to the 2013 Bonds. Section 4. Notice of Redemption; Irrevocable Election to Prepay. (a) The Authority hereby instructs the 2003 Trustee to give notice of the redemption of the 2003 Certificates identified in Schedule B hereto in accordance with the requirements of Section 4.03 of the 2003 Trust Agreement. (b) In accordance with Section 13.01 of the 2003 Trust Agreement and Section 9.1 of the Lease Agreement dated as of May 1, 2003 (the “2003 Lease”) between the Authority, as lessor, and the City, as lessee, the Authority and the City hereby signify that, by making the deposits in the Escrow Fund described in Section 2 above, it is discharging the 2003 Certificates identified in Schedule B. The Authority and the City further acknowledge that such deposit constitutes a full prepayment of the outstanding Lease Payments under the 2003 Lease. Section 5. Compensation of 2003 Trustee. For acting under these Instructions, the 2003 Trustee will be entitled to payment of fees for its services and reimbursement of advances, counsel fees and other expenses reasonably and necessarily made or incurred by the 2003 Trustee in connection with its services under these Instructions; however, such amount will never be payable from or become a lien upon the Escrow Fund. Section 6. Application of Certain Terms of 2003 Trust Agreement. All of the terms of the 2003 Trust Agreement relating to the payment and redemption of principal of and interest and redemption premium, if any, on the 2003 Certificates, and the protections, immunities and limitations from liability afforded the 2003 Trustee, are incorporated in these Instructions as if set forth in full herein. 3 Section 7. Counterparts. These Instructions may be signed in several counterparts, each of which will constitute an original, but all of which will constitute one and the same instrument. SAN LEANDRO PUBLIC FINANCING AUTHORITY By: Executive Director CITY OF SAN LEANDRO By City Manager Accepted: U.S. BANK NATIONAL ASSOCIATION, as 2003 Trustee By: Authorized Officer SCHEDULE A ESCROW FUND Type Coupon Maturity Par Amount Total Purchase Price United States Treasury Security --State and Local Government Series ____% _____ _, 2013 $_______ $_______ Exhibit A-1 SCHEDULE B 2003 Certificates Maturity Date (June 1) Principal Amount Interest Rate 2013* $400,000 5.000% 2014 420,000 5.000 2015 440,000 5.000 2016 465,000 5.000 2017 490,000 5.000 2018 510,000 5.000 2019 540,000 5.000 2020 565,000 5.000 2024 2,555,000 5.000 2028 3,105,000 5.000 * To be paid at maturity 60295-01 JH:SM;mwk 10/19/12 10/30/12 AFTER RECORDATION RETURN TO: JONES HALL, A PROFESSIONAL LAW CORPORATION 650 California Street, 18th Floor San Francisco, CA 94108 Attention: Stephen G. Melikian, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”) is dated as of January 1, 2013, and is by and among the CITY OF SAN LEANDRO, a chartered city and municipal corporation duly organized and existing under the laws of the State of California (the “City”), SAN LEANDRO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee for the 2001 Certificates described herein (the “2001 Trustee”). W I T N E S S E T H : WHEREAS, the Authority and the City have heretofore caused the execution and delivery of 2001 Certificates of Participation (Join Project Area Financing) (the “2001 Certificates”) evidencing the direct, undivided fractional interest of the owner thereof in lease payments to be made by the City as the rental for certain property described in Exhibit A hereto pursuant to a Lease Agreement dated as of December 1, 2001 (the “2001 Lease Agreement”) with the Authority; and WHEREAS, in connection with the execution and delivery of the 2001 Certificates, the City and the Authority entered into the following documents: (i) Site and Facility Lease dated as of December 1, 2001, between the City, as lessor, and the Authority, as lessee, recorded on December 12, 2001 in the Official Records of Alameda County as document number 2001483112 (the “2001 Site Lease”); (ii) 2001 Lease Agreement; (iii) Memorandum of Lease Agreement dated as of December 1, 2001, between the Authority, as sublessor, and the City, as sublessee, recorded on December 12, 2001 in the Official Records of Alameda County as document number 2001483113 (the “2001 Memorandum of Lease”); and -2-(iv) Assignment Agreement dated as of December 1, 2001, between the Authority and the 2001 Trustee, recorded on December 12, 2001 in the Official Records of Alameda County as document number 2001483114 (the “2001 Assignment Agreement”); WHEREAS, pursuant to Section 9.1 of the 2001 Lease Agreement, the City has deposited with the 2001 Trustee funds which are sufficient to provide for the prepayment of the lease payments due under the 2001 Lease Agreement, and the corresponding prepayment of the 2001 Certificates, on _____________ __, 2013, which has the effect of terminating the 2001 Lease Agreement of record against the properties which are leased thereunder; and NOW, THEREFORE, in consideration of the foregoing