Anaheim City Council
September 27, 2022

Stradling Yocca Carlson & Rauth
Draft of 9/19/22

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LEASE AGREEMENT
by and between

ANAHEIM PUBLIC FINANCING AUTHORITY
and

CITY OF ANAHEIM
Dated as of ______ 1, 2023
Relating to
$________

ANAHEIM PUBLIC FINANCING AUTHORITY

TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA IMPROVEMENT PROJECT)
2023 SERIES A

and

$________

ANAHEIM PUBLIC FINANCING AUTHORITY

TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA IMPROVEMENT PROJECT)
2023 SERIES B

TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS
Section 1.01 Definitions ................................................................................................................. 2

ARTICLE II
LEASE OF PROPERTY; TERM; CONSTRUCTION OF THE PROJECT
Section 2.01 Lease of Property ....................................................................................................... 5 Section 2.02 Term; Occupancy ....................................................................................................... 5 Section 2.03 Construction of the Project ........................................................................................ 5

ARTICLE III

RENTAL PAYMENTS
Section 3.01 Base Rental Payments ................................................................................................ 5 Section 3.02 Additional Rental Payments ...................................................................................... 6 Section 3.03 Payment Provisions .................................................................................................... 7 Section 3.04 Pledge of Account Collateral ..................................................................................... 7 Section 3.05 Application of Gross Revenues ................................................................................. 8 Section 3.06 Payment Obligation Special Obligation of City ........................................................ 8

ARTICLE IV

MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 4.01 Maintenance and Utilities .......................................................................................... 8 Section 4.02 Additions to Property ................................................................................................. 9 Section 4.03 Installation of City’s Equipment ................................................................................ 9

ARTICLE V

INSURANCE
Section 5.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance ............................................................................................ 9 Section 5.02 Additional Insurance Provision; Form of Policies ................................................... 10 Section 5.03 Self-Insurance .......................................................................................................... 11 Section 5.04 Insurance Provisions of Management Agreement ................................................... 11 Section 5.05 Distribution of Proceeds from a Total Taking and from Insurance ......................... 11 Section 5.06 Title Insurance ......................................................................................................... 11

ARTICLE VI

DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies ............................................................................................ 12 Section 6.02 Waiver ...................................................................................................................... 13

ARTICLE VII
EMINENT DOMAIN; PREPAYMENT
Section 7.01 Eminent Domain ...................................................................................................... 14 Section 7.02 Prepayment .............................................................................................................. 14

TABLE OF CONTENTS
(continued)
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ARTICLE VIII

COVENANTS
Section 8.01 Right of Entry .......................................................................................................... 15 Section 8.02 Liens......................................................................................................................... 15 Section 8.03 Quiet Enjoyment ...................................................................................................... 15 Section 8.04 Authority Not Liable; Indemnification of Authority and Trustee ........................... 16 Section 8.05 Assignment and Subleasing ..................................................................................... 16 Section 8.06 Title to Property ....................................................................................................... 17 Section 8.07 Operation of the Property ........................................................................................ 17 Section 8.08 Authority’s Purpose ................................................................................................. 17 Section 8.09 Budgets .................................................................................................................... 17 Section 8.10 Enforcement of Management Agreement ................................................................ 17 Section 8.11 Representations of the City ...................................................................................... 17 Section 8.12 Representation of the Authority ............................................................................... 17 Section 8.13 Further Assurances .................................................................................................. 18 Section 8.14 Recordation .............................................................................................................. 18

ARTICLE IX
NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY; SUBSTITUTION OR RELEASE

OF ADDITIONAL PROJECT PROPERTY
Section 9.01 No Consequential Damages ..................................................................................... 18 Section 9.02 Use of the Property .................................................................................................. 18 Section 9.03 Substitution or Release of Additional Project Property ........................................... 18

ARTICLE X

MISCELLANEOUS
Section 10.01 Law Governing ........................................................................................................ 18 Section 10.02 Notices ..................................................................................................................... 19 Section 10.03 Validity and Severability ......................................................................................... 19 Section 10.04 Net-Net-Net Lease ................................................................................................... 19 Section 10.05 Taxes ........................................................................................................................ 19 Section 10.06 Section Headings ..................................................................................................... 20 Section 10.07 Amendments ............................................................................................................ 20 Section 10.08 No Merger ................................................................................................................ 21 Section 10.09 Assignment to Trustee ............................................................................................. 21 Section 10.10 Execution ................................................................................................................. 21

Signatures ............................................................................................................................... S-1

EXHIBIT A DESCRIPTION OF THE PROPERTY .................................................................... A-1 EXHIBIT B BASE RENTAL PAYMENT SCHEDULE ............................................................. B-1 EXHIBIT C DESCRIPTION OF PROJECT ................................................................................. C-1

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LEASE AGREEMENT
THIS LEASE AGREEMENT (this “Lease Agreement”) executed and entered into as of ______ 1, 2023, is by and between the ANAHEIM PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, as lessor, and the CITY OF ANAHEIM (the “ City”), a municipal corporation and charter city duly organized and existing under and by virtue of its charter and the Constitution and laws of the State of California, as lessee.

RECITALS
WHEREAS, the City and the Authority desire to finance and/or refinance the costs of the acquisition, design, construction, installation and/or equipping of certain capital improvement projects of the City (the “Project”);
WHEREAS, in order to finance the Project, the City has leased the Property (defined below) to the Authority pursuant to a Ground Lease, dated as of ______ 1, 2023, by and between the City, as lessor, and the Authority , as lessee, and the City will sublease the Property back from the Authority pursuant to this Lease Agreement;
WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance the Project through the issuance by the Authority of bonds pursuant to a Master Indenture, dated as of ______ 1, 2023, by and among the Authority, the City and the Trustee (defined below) and payable from the Base Rental Payments (defined below) to be made by the City under this Lease Agreement; WHEREAS, the obligation of the City to make Base Rental Payments is a special obligation of the City payable only from amounts on deposit in the Pledged Accounts (defined below) available therefor in accordance with the provisions hereof;
WHEREAS, all rights of the Authority to receive the Base Rental Payments and other Lease Revenues have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of ______ 1, 2023, by and between the Authority and the Trustee; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Lease Agreement do exist, have happened and have bee n performed in a regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Lease Agreement;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:

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ARTICLE I

DEFINITIONS
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease Agreement, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
“Accounts Agreement ” means the Accounts Agreement, dated as of __ _________, 2023, by and among the Authority, the City, the Manager, the Trustee, and the Accounts Bank. “Accounts Bank ” means Pacific Premier Bank, a California state -chartered banking corporation, and each other Accounts Bank (if any) appointed pursuant t o the terms of the Accounts Agreement.
“Account Collateral” has the meaning set forth in the Accounts Agreement. “Additional Bonds” means Bonds other than the Series 2023 A Bonds and the Series 2023B Bonds issued under the Indenture in accordance with the provisions thereof. “Additional Project Property ” means the real property described under the heading “Additional Project Property” in Exhibit A hereto and any improvements now or hereafter located thereon, as such real property description may be amended or modified (including any substitution or release of property as part of the Additional Project Property in accordance with Section 7.01 of the Ground Lease and Section 9.03 of this Lease Agreement). “Additional Project Property Transfer Documents ” means the Site Lease dated as of ________, 202_, by and between TS Anaheim, LLC and the City, and [INSERT DESCRIPTION OF

LEASES/INSTRUMENTS OF PROPERT Y TO BE LEASED/TRANSFERRED TO CITY TO INCLUDE IN THE LEASED PROPERTIES HEREUNDER]
“Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 hereof.
“Arena Property” means the Land and any improvements now or hereafter located thereon. “Authority” means the Anaheim Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California. “Base Rental Deposit Date ” means th e 1 5th Business Day next preceding each Interest Payment Date and/or Principal Payment Date, as applicable. “Base Rental Payments ” means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.01 hereof.

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“Base Rental Payment Schedul e” means the schedule of Base Rental Payments payable to the Authority by the City pursuant to Section 3.01 hereof and attached hereto as Exhibit B, as such schedule may be revised from time to time in accordance with the terms hereof. “Bonds” means the Series 2023A Bonds, the Series 2023B Bonds and any Additional Bonds issued under the Indenture.
“City” means the City of Anaheim, a municipal corporation and charter city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Collateral Document” means, each of (a) the Indenture (including the First Supplemental Indenture and the Second Supplemental Indenture), (b) the Assignment Agreement, (c) the Accounts Agreement, (d) this Lease Agreement, (e) the Security Agreement, (f) the Consents to Collateral Assignment, (g) the Non -Relocation Agreement, [(h) the Landlord Estoppel Certificate (Ground Lease Agreement(s)),] (i) the Recognition and Acknowledgment Agreement, and (j) all ot her instruments, documents and agreements (including any deposit account control agreements, blocked account control agreements or securities account control agreements, as applicable) delivered pursuant to the Accounts Agreement or any of the other Financ ing Documents. “Collateral Documents” means, collectively, all of the foregoing documents. “Delivery Date ” means, with respect to the Series 2023A Bonds and the Series 2023B Bonds, ________, 2023, and with respect to any series of Additional Bonds, the d ate on which such Additional Bonds are delivered to the original purchaser thereof. “Gross Revenues” has the meaning set forth in the Management Agreement. “Ground Lease” means the Ground Lease, dated as of ______ 1, 2023, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with to the provisions thereof and hereof.
“Indenture” means the Master Indenture , dated as of _______ 1, 2023, by and among the Authority, the City and the Trustee , as originally executed and as it may be amended or supplemented from time to time by any Supplemental Indenture. “Insurance and Condemnation Proceeds ” means: (a) the proceeds of any policy of insurance (net of cost to obtain such proceeds) maintained by the City pursuant to Article V hereof; (b) the proceeds of any policy of insurance (net of cost to obtain such proceeds) maintained by the Manager pursuant to Sections 14.1(f) and (h) of the Management Agreement; (c) damages or monies received by the City as a result of the events typically insured by Article V hereof and Sections

14.1(f) and (h) of the Management Agreement; and ( d) any damages, awards o r other monies received from any third party as a result of a Taking.
“Joint Powers Agreement ” means the Joint Exercise of Powers Agreement, dated as of January 28, 1992, by and between the City and the Anaheim Redevelopment Agency as originally executed and as it may from time to time be amended in accordance with the provisions thereof. “Land” means the approximately 5.666 acres of real property described under the heading “Land” in Exhibit A hereto as such real property description may be amended or modified.

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“Lease Agreement” means this Lease Agreement, as originally executed and as it may from time to time be amended in accordance with the provisions hereof. “Lease Revenues ” means all Rental Payments payable by the City pursuant to this Lease Agreement, including any prepayments of Base Rental Payments , any Insurance and Condemnation Proceeds, any proceeds of title insurance policies, and any amounts received by the Authority and/or the Trustee (as its assignee) as a result of or in connection with the A uthority’s or the Trustee’s pursuit of remedies under this Lease Agreement upon the occurrence of an event of default hereunder.
“Management Agreement” means that certain Amended and Restated Facility Management Agreement, dated as of ______ 1, 2023, betw een the City and the Manager, as the same may be amended and supplemented.
“Manager” means Anaheim Arena Management LLC.
“Permitted Encumbrances” means, with respect to the Property, as of any particular time, (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may, pursuant to provisions of Article V hereof, permit to remain unpaid, (b) the Assignment Agreement, (c) this Lease Agreement, (d) the Ground Lease, (e) any right or claim of any mec hanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law as normally exist with respect to properties similar to the Property for the purposes for which it was acquired or is held by the City, (f) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the Delivery Date which the City certifies in writing will not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing, and (g) easements, rights of way, mineral rights, drilling rights and o ther rights, reservations, covenants, conditions or restrictions established following the Delivery Date which the City certifies in writing do not affect the intended use of the Property or impair the security granted to the Trustee for the benefit of the Owners of the Bonds by the Indenture and the Assignment Agreement and to which the Authority and the City consent in writing and (h) the Additional Project Property Transfer Documents. [Any additional documents to be recorded on the Property in connection with the 2023 Bonds]
“Pledged Accounts” has the meaning set forth in the Accounts Agreement. “Property” means collectively, the Arena Property and the Additional Project Property. “Rental Payments ” means, collectively, the Base Rental Payments and the Add itional Rental Payments.
“Rental Period” means the period from the Delivery Date through _________, 2023, and, thereafter, the twelve-month period commencing on ________ 1 of each year during the term of this Lease Agreement.
“Series 2023A Bonds ” means the Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series A issued under the Master Indenture, as supplemented by the _______ Supplemental Indenture.

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“Series 2023B Bonds ” means the Anaheim Public Finan cing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series B issued under the Master Indenture, as supplemented by the _______ Supplemental Indenture. “Taking” has the meaning set forth in the Management Agreement. “Temporary Taking” has the meaning set forth in the Management Agreement. “Total Taking” has the meaning set forth in the Management Agreement. “Trustee” means U.S. Bank Trust Company, National Association , as trustee under the Indenture, or any successor thereto as trustee in accordance with the Indenture.

ARTICLE II

LEASE OF PROPERTY; TERM; CONSTRUCTION OF THE PROJECT
Section 2.01 Lease of Property . The Authority hereby leases to the City and the City hereby leases from the Authority the Property, and all rights appurtenant thereto, including, but not limited to, rights of access, on the terms and conditions hereinafter set forth, subject to all Permitted Encumbrances.

Section 2.02 Term; Occupancy. The term of this Lease Agreement shall commence on the Delivery Date and shall end on ________ 1, 20__ (the “Scheduled Termination Date”), unless such term is extended or sooner terminated as hereinafter provided. If on the Scheduled Termination Date, the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments shall remain due and payable, then the term of this Lease Agreement shall be extended until the date upon which (i) all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, or (ii) the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full. Notwithstanding the foregoing, the term of this Lease Agreement shall in no event be extende d beyond ten years after the Scheduled Termination Date. If prior to the Scheduled Termination Date, all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, the Indenture shall be discharged by its terms a nd all Rental Payments shall have been paid in full, the term of this Lease Agreement shall end simultaneously therewith.

Section 2.03 Management of the Project . The City agrees pursuant to the Management Agreement to have the Manager or its agents manage the Project on the Property.

ARTICLE III

RENTAL PAYMENTS
Section 3.01 Base Rental Payments.
(a) Subject to the provisions hereof relating to a revision of the Base Rental Payment Schedule pursuant to subsection (c) of this Section, the City shall pay, or cause to be paid, to the Authority, as Base Rental Payments (subject to the provisions of Article VII hereof) the amount at the times specified in the Base Rental Payment Schedule, a portion of which Base Rental Payments shall constitute principal, and a portion of which shall constitute intere st. The interest

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components of the Base Rental Payments shall be paid by the City as and constitute interest paid on the principal components of the Base Rental Payments.
(b) The Authority and the City agree that (i) upon (1) any modification to the Purchase and Payment Grid in the Series 2023 __ Bond certificate to reflect the Purchases, repayment and/or redemption of principal on the Series 2023__ Bonds; (2) the selection or conversion of the interest rates with respect to the Series 2023__ Bonds as set forth in Sections 13.04,

13.05 and 13.06 of the Indenture (including any accrual of interest on the Series 2023__ Bonds at the Default Rate); or (3) the cumulation of Charges (as defined in Section 13.07 of the Indenture), the portion of the Base Rental Paym ent Schedule attributable to the Series 2023__ Bonds shall be deemed modified mutatis mutandis, (ii) the City will provide to the Authority a revised Base Rental Payment Schedule which the Authority and the City agree will replace the then current Base Ren tal Payment Schedule (such replacement being a ministerial act and not an amendment or supplement to this Lease Agreement), (iii) no modification to the Base Rental Payment Schedule shall otherwise be made without the written consent of the Purchaser s (so long as the Series 2023__ Bonds are Outstanding), and (iv) the City’s failure to provide or delay in providing the Authority with such revised Base Rental Payment Schedule shall not affect the modifications deemed to be made thereto or the obligation of the City to make, or cause to be made, the Base Rental Payments as so modified. (c) The obligation of the City to make the Base Rental Payments [and Additional Rental Payments in accordance with Section 3.02 hereof] does not constitute a debt of the City or of the State of California, or of any political subdivision thereof, within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation. (d) If the term of this Lease Agreement shall have been extended pursuant to Section 2.02 hereof, the obligation of the City to pay Rental Payments shall continue to and including the Base Rental Deposit Date preceding the date of termination of this Lease Agreement (as so extended pursuant to Section 2.02 hereof). Upon such extension, the Base Rental Payments shall be established so that they will be sufficient to pay all extended and unpaid Base Rental Payments.

Section 3.02 Additional Rental Payments.
(a) The City shall also pay, or cause to be paid, to the Authority, the Trustee and/or any other Person e ntitled thereto, as Additional Rental Payments, so lely from the Account Collateral and the Gross Revenues available therefor, such amounts as shall be required for the payment of the following:
(i) all taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein;
(ii) all reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or this

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Lease Agreement or to defend the Authority and its members, officers, agents and employees;
(iii) all costs, charges, expenses, fees, indemnities and other amounts re quired to be paid by the Authority in order to comply with the terms of the Indenture and the other Financing Documents to which it is a party; (iv) insurance premiums for all insurance required pursuant to Article V hereof;
(v) any amounts with respect to this Le ase Agreement or any Bonds issued on a tax -exempt basis required to be rebated to the federal government in accordance with Section 148(f) of the Code; and
(vi) all other payments required to be paid by the City under the provisions of this Lease Agreement, the Indenture and the other Financing Documents to which it is a party.
(b) Amounts constituting Additional Rental Payments payable hereunder shall be paid by the City directly to the Authority, the Trustee and/or the other person or persons to whom such amounts shall be payable. The City shall pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within thirty (30) days after notice in writing from the Trustee to the City stating the amount of Add itional Rental Payments then due and payable and the purpose thereof.

Section 3.03 Payment Provisions . Each installment of Base Rental Payments payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Authority at the principal office of the Trustee in Los Angeles, California, or such other place or entity as the Trustee shall designate in accordance with the Indenture. Each Base Rental Payment shall be deposited with the Trustee no later than the Base Rental Deposit Date preceding the Interest Payment Date or Principal Payment Date on which such Base Rental Payment is due. Any Base Rental Payment which shall not be paid by the City when due and payable under the terms of this Lease Agreement shall bear interest from the date when the same is due hereunder until the same shall be paid at the rate equal to the greater of the highest rate of interest on any of the Outstanding Bonds or the Default Rate. Notwithstanding any dispute between the Authority and the City in respect of any matter relating to the Property or this Lease Agreement, the City shall make, or cause to be made, all Rental Payments when due without deduction or offset of any kind and shall not withhold any Rental Payments pending the final resolution of such dispute. In the event of a determination that the City was not liable for said Rental Payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent Rental Payments due hereunder or refu nded at the time of such determination. Amounts required to be deposited by the City with the Trustee pursuant to this Section on any date shall be reduced to the extent of available amounts on deposit in the Interest Account or the Principal Account.

Section 3.04 Pledge of Account Collateral . Subject to the application thereof on the terms and conditions provided in this Lease Agreement, to secure the payment of the Base Rental Payments and all other Lease Revenues, and to secure the performance and observance of all of the covenants, agreements and conditions on the part of the City contained in this Lease Agreement, the City hereby irrevocably grants a first lien on and security interest in, and pledges, the Account

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Collateral to the Authority. The lien, security interest, and pledge made pursuant to this Section 3.04 shall inure to the benefit of the Trustee (on behalf of the Owners of the Outstanding Bonds) as assignee of certain of the Authority rights under th is Lease Agreement. The grant of the lien on and security interest in and pledge of the Account Collateral by the City pursuant to this Section 3.04 shall constitute a lien and charge of and security interest in the Account Collateral pursuant to Section 5451 of the Government Code of the State and the Account Collateral shall immediately be subject to the pledge thereof made hereby, and the pledge of the Account Collateral made hereby shall constitute a first lien and security interest which shall immediat ely attach to the Account Collateral and be effective, binding, and enforceable against the City, its successors, creditors of the City, and all others asserting rights in the Account Collateral to the extent set forth in, and in accordance with, this Leas e Agreement irrespective of whether those parties have notice of the pledge and without the need for any physical delivery, recordation, filing, or further act.

Section 3.05 Application of Gross Revenues.
(a) The City shall apply, or cause to be applied, the Gross Revenu es received in accordance with Section 5.2(b) of the Management Agreement and Section 4.3(b) of the Accounts Agreement.
(b) The City shall apply, or cause to be applied, any Insurance and Condemnation Proceeds as provided in Section 14.8 and Section 19.3 of t he Management Agreement and Section

4.9 of the Accounts Agreement.

Section 3.06 Payment Obligation Special Obligation of City . Notwithstanding anything to the contrary contained herein, the obligation of the City to make any payment required by or with respect to this Lease Agreement (including, without limitation, Rental Payments) is a special obligation of the City payable only from the Account Collateral and the Gross Revenues available therefor pursuant to Section 3.05 hereof and not from any other funds or monies of the City. All obligations of the Authority and the City hereunder, including any costs to undertake any action to comply with this Lease Agreement shall be payable only from Account Collateral and Gross Revenues available therefor and not from any othe r funds or monies of the City. The full faith and credit of the City is not available for or pledged to any payment required by or with respect to this Lease Agreement (including, without limitation, Rental Payments). The obligation of the City to make th e payments required by or with respect to this Lease Agreement does not constitute an obligation of the City for which it is obligated to levy or collect any form of taxation or for which the City has levied or pledged any form of taxation or any of its pr operty, assets, income, funds or monies other than the Account Collateral and the Gross Revenues available therefor pursuant to Section 3.05 hereof.

ARTICLE IV

MAINTENANCE, ALTERATIONS AND ADDITIONS
Section 4.01 Maintenance and Utilities . Throughout the term of this Lease Agreement, as part of the consideration for rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all such expenses including, without limitation, utility services supplied to the Property, which may include, without limitation, janitor service, security, power gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise

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arrange for payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Rental Payments, the Authority agrees to provide only the Property.

Section 4.02 Additions to Property. Subject to Section 8.02 hereof, the City, any sublessee and the Manager shall, at their own expense, have the right to make additions, modifications and improvements to the Property. To the extent that the removal of such additions, modifications or improvements would not cause material damage to the Property, such additions, modifications and improvements shall remain the sole property of the City, such sublessee or the Manager, and neither the Authority nor the Trustee shall have any interest therein. Such additions, modifications and improvements shall not in any way cause material damage to the Property or cause it to be used for purposes other than those authorized under the prov isions of state and federal law; and the Property, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value which is at least equal to the value of the Property immediately prior to the making of such additions, modifications and improvements.

Section 4.03 Installation of City’s Equipment . The City and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed items of equipment or other personal property in or upon the Property. All such items shall remain the sole property of the City or such sublessee, and neither the Authority nor the Trustee shall have any interest therein. The City or such sublessee may remove or modify such equipment or other personal property at any time, provided that such party shall repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items; and the Property, upon completion of any installat ions, modifications or removals made pursuant to this Section, shall be of a value which is at least equal to the value of the Property immediately prior to the making of such installations, modifications or removals. Nothing in this Lease Agreement shall prevent the City or any sublessee from purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase contract, or subject to a vendor’s lien or security agreement as security for the unpaid portion of the purchase pr ice thereof, provided that no such lien or security interest shall attach to any part of the Property.

ARTICLE V

INSURANCE
Section 5.01 Commercial General Liability and Property Damage Insurance; Workers’ Compensation Insurance.
(a) Subject to Section 5.04 hereof, the City shall maintain or cause to be maintained, throughout the term of this Lease Agreement, a standard commercial general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees. S aid policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the use or ownership of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in a single accident or event, and in a minimum amount of $150,000 for damage to property (subject to a deductible clause of not to exceed $100,000) resulting from a single accident or event. Such commercial general liability and property damage insurance may, however, be in the form of a single

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limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried or required to be carried by the City, and may be maintained in whole or in pa rt in the form of self -insurance by the City provided such self -insurance complies with the provisions of Section 5.03 hereof, or in the form of a memorandum of coverage issued pursuant to the participation by the City in a joint powers agency, or other program providing pooled insurance coverage duly formed and operated pursuant to applicable state and/or federal law.
(b) Subject to Section 5.04 hereof, the City shall maintain or cause to be maintained, fire, lightning and special extended coverage insurance (which shall include coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of the Property in an amount not less than the greater of (i) the aggregate principal amount of the Bonds Outstanding at the time such casualty insurance is obtained, and (ii) 100% of the replacement cost of such improvements. All insurance required to be maintained pursuant to this subsection may be subject to a deductible in an amount not to e xceed $500,000. The City’s obligations under this subsection may be satisfied by self -insurance, provided such self -insurance complies with the provisions of Section 5.03 hereof, or in the form of a memorandum of coverage issued pursuant to the participat ion by the City in a joint powers agency, or other program providing pooled insurance coverage duly formed and operated pursuant to applicable state and/or federal law.
(c) Subject to Section 5.04 hereof, the City shall maintain rental interruption insurance to cover the Authority’s loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards required to be covered pursuant to subsection (b) of this Section in an amount sufficient at all times to pay an amount not less than the product of two times the maximum amount of Base Rental Payments scheduled to be paid during any Rental Period. Any such insurance policy shall contain a loss payable clause making any loss thereunder payable to the Trustee. The City shall not be permitted to self-insure its obligation under this subsection.
(d) The insurance required by this Section shall be provided by reputable insurance companies with claims paying abilities determined , in the reasonable opinion of a professionally certified risk manager or an independent insurance consultant person (who may be an employee of the City), to be adequate for the purposes hereof.

Section 5.02 Additional Insurance Provision; Form of Policies. (a) Subject to Section 5.04 hereof, the City shall pay or cause to be paid when due the premiums for all insurance policies required by Section 5.01 hereof. All such policies shall provide that the Trustee shall be given thirty (30) days’ notice of the expiration ther eof or any intended cancellation thereof. The Trustee shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee. (b) Subject to Section 5.04 hereof, the City sha ll cause to be delivered to the Trustee on or before August 15 each year, commencing August 15, 2023, a schedule of the insurance policies being maintained in accordance herewith and a Written Certificate of the City stating that such policies are in full force and effect and that the City is in full compliance with the requirements of this Article. The Trustee shall be entitled to rely upon said Written Certificate of the City as to the

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City’s compliance with this Article. The Trustee shall not be respon sible for the sufficiency of coverage or amounts of such policies.

Section 5.03 Self-Insurance. Any self -insurance maintained by the City pursuant to this Article shall comply with the following terms:
(a) the self -insurance program shall be approved in writing by a profe ssionally certified risk manager or by an independent insurance consultant (who may be an employee of the City);
(b) the self-insurance program shall include an actuarially sound claims reserve fund out of which each self -insured claim shall be paid, the adequ acy of each such fund shall be evaluated on an annual basis by a professionally certified risk manager or by an independent insurance consultant (who may be an employee of the City) and any deficiencies in any self -insured claims reserve fund shall be reme died in accordance with the recommendation of a professionally certified risk manager or such independent insurance consultant, as applicable; and (c) in the event the self -insurance program shall be discontinued, the actuarial soundness of its claims reserve fund, as determined by a professionally certified risk manager or by an independent insurance consultant, shall be maintained.

Section 5.04 Insurance Provisions of Management Agreement . Notwithstanding anything in this Lease Agreement to the contrary, during the term of the Management Agreement, the requirements set forth in Section 5.01(a), (b) and (c) and 5.02 hereof shall be deemed satisfied if the Manager is in compliance with the insurance requirements set forth in Section 14 of the Management Agreement. From and after the termination of the Management Agreement for any reason, the City shall be obligated to comply with the requirements of Section 5.01(a), (c) and 5.02 hereof.

Section 5.05 Distribution of Proceeds from a Total Taking and from Insurance. In the event of (a) a Taking, (b) receipt o f the proceeds of the title insurance polic ies delivered in accordance with Section 5.06 hereof, or (c) damage or destruction to the Property with respect to which [the City] elects not to cause the improvements thereon to be rebuilt, then the City shall apply, or cause to be applied, any proceeds from the award of such Taking or from insurance in accordance with, (i) in the case of damage or destruction, Sections 14.8 and 19.3 of the Management Agreement and Section 4.9 of the Accounts Agreement, (ii) in the case of a Taking, Sections 19.2, 19.3 and 19.4 of the Management Agreement and Section 4.9 of the Accounts Agreement, and (iii) in the case of title insurance proceeds, Section [___] of the Accounts Agreement.

Section 5.06 Title Insurance . The City shall provide, or cause to be provided, to the Trustee (as the insured) on the Delivery Date, one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the maximum aggregate principal amount of the Bonds issued pursuant to the Indenture as of the Delivery Date. Said policy or policies shall insure against any loss caused by a failure of any of the following: (a) the fee interest of the City in Property owned in fee by the City, (b) the easement, leas ehold or other applicable interest of the City in the Property for which the City owns an interest other than a fee interest, (c) the Authority’s leasehold estate in the Property granted under the Ground Lease, and (d) the City’s leasehold estate hereunder in the Property, in each case, subject only to Permitted Encumbrances. The proceeds of such title insurance policies shall be applied as provided in accordance with Section 5.05 hereof.

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ARTICLE VI

DEFAULTS AND REMEDIES
Section 6.01 Defaults and Remedies.
(a) If the City shall fail (i) to pay any Rental Payments (including Base Rental Payments) payable hereunder when the same becomes due and payable, time being expressly declared to be of the essence in this Lease Agreement, or (ii) to keep, observe or perform any other term, covenant or condition contained herein or in the Indenture or any othe r Collateral Document to be kept or performed by the City, the City shall be deemed to be in default hereunder; provided, however, that the City shall not be in default under clause (ii) above, unless the City shall have failed, for a period of thirty ( 30) days (or such additional time as is reasonably required to correct any such default not to exceed ninety ( 90) days) after notice by the Authority or the Trustee to the City properly specifying wherein the City has failed to perform any such covenant, cond ition or agreement.
(b) If (i) the City’s interest in this Lease Agreement or any part thereof shall be assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Authority and the Trustee and, as here inafter provided for, or (ii) the City or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of s uch act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the City’s debts or obligations , or offers to the City’s creditors to elect a composition or extension of time to pay the City’s debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the City’s debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the City, or if a receiver of the business or of the property or assets of the City shall be appointed by any court, e xcept a receiver appointed at the instance or request of the Authority, or if the City shall make a general assignment for the benefit of the City’s creditors, or (iii) the City shall abandon or vacate the Property, then the City shall be deemed to be in default hereunder.
(c) Upon the occurrence of any of the events specified in subsection s (a) and (b) of this Section 6.01, the City shall be in default hereunder and the Authority and the Trustee (as its assignee) shall be entitled to proceed to protect and enf orce the rights vested in the Authority and the Trustee by this Lease Agreement or by law. The provisions of this Lease Agreement and the duties of the City and of its city council, officers or employees shall be enforceable by the Authority or the Trustee by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Authority and the Trustee shall have the right to bring the following actions:
(i) Acceleration. B y wr itten notice to the City, declare the outstanding Rental Payments (including Base Rental Payments) to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.

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(ii) Accounting. By action or suit in equity to require the City and its city council, officers and employees and its assigns to account as the trustee of an express trust.
(iii) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Authority or the Trustee. (iv) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Authority’s or the Trustee’s rights against the City (and its city council, officers and employees) and to compel the City to perform and carry out its duties and obligations under the law and its covenants and agreements with the City as provided herein.
(d) Each and all of the remedies given to the Authority and the Trustee hereunder or by any law now or hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Authority or the Trustee to the further exercise thereof or the exer cise of any or all other rights, powers or privileges. If any statute or rule of law validly shall limit the remedies given to the Authority or the Trustee hereunder, the Authority or the Trustee nevertheless shall be entitled to whatever remedies are all owable under any statute or rule of law.
(e) In the event the Authority or the Trustee shall prevail in any action brought to enforce any of the terms and provisions of this Lease Agreement, the City agrees to pay a reasonable amount as and for attorney’s fees incurred by the Authority or the Trustee in attempting to enforce any of the remedies available to the Authority or the Trustee hereunder. (f) In the event of a default hereunder, the City shall continue to remain liable for the payment of the Rental Payments (including the Base Rental Payments) and the performance of all conditions herein contained, but said Rental Payments shall be payable but only from the Account Collateral and the Gross Revenues available therefor pursuant to Section 3.05 hereof and only at the same time and in the same manner as hereinabove provided for the payment of Rental Payments (including Base Rental Payments) , notwithstanding the exercise of any other remedy by the Authority or the Trustee.
(g) The Authority hereby waives a ny right it may have, including without limitation, its rights pursuant to Sections 1951.2 and 1951.4 of the California Civil Code, to terminate this Lease Agreement, re-enter the Property and eject the City therefrom, or to re -enter the Property, eject the City therefrom and, without terminating this Lease Agreement, to re -let the Property for the account of the City . Any judgment for the payment of money by the City as a result of a default hereunder shall be payable solely out of the Account Collateral and the Gross Revenues available therefor pursuant to Section 3.05 hereof.

Section 6.02 Waiver. Failure of the Authority to take advantage of any default on the part of the City shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this instrument be construed to waive or to lessen the right of the Authority to insist upon performance by the City of any term, covenant or condition hereof, or to exercise any rights given the Authority on account of such default. A waiver of a particular default shall not be deemed to be a waiver of any other default or of the same default

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subsequently occurring. The acceptance of Rental Payments hereunder shall not be, or be construed to be, a waiver of any term, covenant or condition of this Lease Agreement.

ARTICLE VII

EMINENT DOMAIN; PREPAYMENT
Section 7.01 Eminent Domain . In the event of a Total Taking, the term of this Lease Agreement shall cease as of the day possession shall be so taken. In the event of a Temporary Taking or any Taking that is neither a Total Taking nor a Temporary Taking, this Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary.

Section 7.02 Prepayment.
(a) The City may caus e all or a portion of the Series 2023__ Bonds to be optionally redeemed by the Authority pursuant to Section 20.01(b) of the Indenture, by prepaying on any date on or after ________, [2033], all or a portion of the B ase Rental Payments from any source of available funds, which prepayment shall be accomplished by the City’s paying an amount sufficient to cause such Series 2023__ Bonds to be redeemed pursuant to Section 20.01(b) of the Indenture on such prepayment date. Prepayments of Base Rental Payments made pursuant to this subsection shall be applied to the optional redemption of the Series 2023__ Bonds as provided in Section 20.01(b) of the Indenture.
(b) The City may caus e all or a portion of the Series 2023__ Bonds to be optionally redeemed by the Authority pursuant to Section 20.01(c) of the Indenture, by prepaying on any date on or before ________, 20__, all or a portion of the Base Rental Payments from any source of available funds, which prepayment shall be accom plished by the City’s paying an amount sufficient to cause such Series 2023__ Bonds to be redeemed pursuant to Section 20.01(c) of the Indenture on such prepayment date. Prepayments of Base Rental Payments made pursuant to this subsection shall be applied to the optional redemption of the Series 2023__ Bonds as provided in Section 20.01(c) of the Indenture.
(c) The City may cause all or a portion of the Series 2023__ Bonds to be optionally redeemed by the Authority pursuant to Section 15.01(b) of the Indenture, by prepaying on any date on and after ________, [2026] , all or a portion of the Base Rental Payments from any source of available funds, which prepayment shall be accomplished by the City’s paying an amount sufficient to cause such Series 2023B Bonds to be redeemed pursuant to Section 15.01(b) of the Indenture on such prepayment date. Prepayments of Base Rental Payments made pursuant to this subsection shall be applied to the optional redemption of the Series 2023B Bonds as provided in Section 15.01(b) of the Indenture.
(d) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental payments through a specified date on which the City has a right to prepay such Base Rental Payments pursuant to subsection (a) , (b) or (c) of this Section, and to prepay such Base Rental Payments on such prepayment date.

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(e) If less than all of the Base Rental Payments are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a), (b) and/or (c) of this Section, or the date of a deposit pursuant to subsection (d) of this Section, the Base Rental Payments shall be recalculated in order to take such prepayment into account. If all of the Base Rental Payments are prepaid in accordance with the provisions of this Lease Agreement and if all amounts then due to the Owners of the Bonds have been paid in full then, as of the date of such prepayment pursuant to subsection (a), (b) and/or (c) of this Section, or deposit pursuant to subsection ( d) of this Section, and payment of all other a mounts owed under this Lease Agreement have been made, the term of this Lease Agreement shall be terminated.
(f) Before making any prepayment pursuant to this Article VII, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be made, which date shall be not less than forty-five (45) days nor more than sixty (60) days from the date such notice is given to the Authority and the Trustee.

ARTICLE VIII

COVENANTS
Section 8.01 Right of Entry. The Authority and its assignees shall have the right to enter upon and to examine and inspect the Property during reasonable business hours (and in emergencies at all times) for any purpose connected with the Authority’s rights or obligations under this Lease Agreement, and for all other lawful purposes.

Section 8.02 Liens. The City agrees it will not create or suffer to be created any recorded or unrecorded mortgage, pledge, lien, charge, easement, rights of way or other rights, reservations, covenants, conditions, restrictions or encumbrance upon the Property, except for Permitted Encumbrances. In the event the City shall at any time during the term of this Lease Agreement cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Property, the City shall pay, or cause to be paid, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the City i n, upon or about the Property and which may be secured by a mechanics’, materialmen’s or other lien against the Property or the Authority’s interest therein, and will cause each such lien to be fully discharged and released at the time the performance of a ny obligation secured by any such lien matures or becomes due, except that, if the City desires to contest any such lien, it may do so as long as such contestment is in good faith. If any such lien shall be reduced to final judgment and such judgment or s uch process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment.

Section 8.03 Quiet Enjoyment . The parties hereto mutually covenant that the Cit y, by keeping and performing the covenants and agreements herein contained, shall at all times during the term of this Lease Agreement peaceably and quietly have, hold and enjoy the Property without suit, trouble or hindrance from the Authority.

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Section 8.04 Authority Not Liable; Indemnification of Authority and Trustee. (a) The Authority and its directors, officers, agents and employees, shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Property. (b) To the extent permitted by law, the City shall, at its expense, indemnify and hold the Authority and the Trustee and all directors, members, officers and employees thereof harmless against a nd from any and all claims by or on behalf of any person, firm, corporation or governmental authority arising from the acquisition, construction, occupation, use, operation, maintenance, possession, conduct or management of or from any work done in or abou t the Property or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Property or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity.
(c) The City also covenants and agrees, at its expense, to pay and indemnify and save the Authority and the Trustee and all directors, officers and employees thereof harmless against and from any and all claims arising from (i) any condition of the Property and the adjoining sidewalks and passageways, (ii) any breach or default on the part of the City in the performance of any covenant or agreement to be performed by the City pursuant to this L ease Agreement, (iii) any act or negligence of licensees in connection with their use, occupancy or operation of the Property, or (iv) any accident, injury or damage whatsoever caused to any person, firm or corporation in or about the Property or upon or u nder the sidewalks and from and against all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any claim referred to in this Section, but excepting the negligence or willful misconduct of the person or entity seeking indemnity.
(d) In the event that any action or proceeding is brought against the Authority or the Trustee or any director, member, officer or employee thereof, by reason of any such claim under this Section, the City, upon notice from the Authority or the Trustee or such director, member, officer employee thereof, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Authority or the Trustee or such director, member, officer or employee thereof. (e) To the extent this Lease Agreement confers upon or gives or grants the Trustee any right, remedy or claim under or by reason of this Lease Agreement, the Trustee is hereby explicitly recognized as being a third -party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder.

Section 8.05 Assignment and Subleasing. Neither this Lease Agreement nor any interest of the City hereunder shall be sold, mortgaged, pledged, assigned, or transferred by the City by voluntary act or by operation by law or otherwise. The Property may not be subleased in whole or in part by the City without the prior written consent of the Authority and the Trustee. Any such sublease shall be subject to all of the following conditions:
(a) this Lease Agreement and the obligation of the City to make all Rental Payments hereunder shall remain the primary obligation of the City;

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(b) the City shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Authority and the Trustee a true and complete copy of such sublease; (c) any sublease of the Property by the City shall explicitly provide that such sublease is subject to all rights of the Authority under this Lease Agreement; and (d) the City shall furnish the Authority and the Trustee with an Opinion of Bond Counsel to the effect that such sublease will not, in and of itself, cause the interest on any Bonds issued on a tax-exempt basis to be included in gross income for federal income tax purposes.

Section 8.06 Title to Property . Upon the termination or expiration of this Lease Agreement (other than as provided in Section 7.01 hereof), and the first date upon which the Bonds are no longer Outstanding, all right, title and interest in and to the Additional Project Property shall vest in accordance with the applicable Additional Project Property Transfer Documents. Title to the property for which the City owns in fee shall remain in the City. Upon any such termination or expiration, the Authority shall execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record.

Section 8.07 Operation of the Property. During the term hereof, the City shall operate the Property, or cause the Property to be operated, as a venue for sports, entertainment or similar or compatible uses in a commercially reasonable and bus iness-like manner; provided, however, that the City shall not be obligated to expend any funds in connection with the operation of the Property other than Account Collateral available for such purpose pursuant to Section 3.04.

Section 8.08 Authority’s Purpose. The Authority covenants that, prior to the discharge of this Lease Agreement and the Bonds, it will not engage in any activities inconsistent with the purposes for which the Authority is organized, as set forth in the Joint Powers Agreement.

Section 8.09 Budgets. The City wi ll take such action as shall be necessary to cause the Manager to include all Rental Payments (including Base Rental Payments) coming due in each Fiscal Year in the Annual Budget (as defined in the Management Agreement) for such Fiscal Year in accordance with Section 10 of the Management Agreement.

Section 8.10 Enforcement of Management Agreement . The City will at all times maintain and vigorously enforce all of its rights under the Management Agreement and will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of the Management Agreement by the Manager thereunder.

Section 8.11 Representations of the City . The City represents and warrants to the Authority that (a) the City has the full power and authority to enter into, to execute and to deliver this Lease Agreement and the Indenture and to perform all of its duties and obligations he reunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement, and (b) the Property will be used in the performance of essential governmental functions.

Section 8.12 Representation of the Authority. The Authority represents and warrants to the City that the Authority has the full power and authority to enter into, to execute and to deliver this Lease Agreement, the Assignment Agreement and the Indenture, and to perform all of its duties and

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obligations hereunder and thereunder, and has duly authorized the execution and delivery of this Lease Agreement, the Assignment Agreement and the Indenture.

Section 8.13 Further Assurances. The City shall make, execute and deliver any and all such further agreements, instruments and assurances as may be reaso nably necessary or proper to carry out the intention or to facilitate the performance of this Lease Agreement and for the better assuring and confirming unto the Authority of the rights and benefits provided in this Lease Agreement.

Section 8.14 Recordation. The City shall record, or cause to be recorded, with the Orange County Recorder, this Lease Agreement and the Ground Lease, or memoranda thereof, and a memorandum of the assignment of the City’s right, title and interest in and to the Ground Lease and this Lease Agreement pursuant to Section 5.01 of the Indenture.

ARTICLE IX

NO CONSEQUENTIAL DAMAGES; USE OF THE PROPERTY; SUBSTITUTION OR

RELEASE OF ADDITIONAL PROJECT PROPERTY
Section 9.01 No Consequential Damages. In no event shall the Authority or the Trustee be liable for any inciden tal, indirect, special or consequential damage in connection with or arising out of this Lease Agreement or the City’s use of the Property.

Section 9.02 Use of the Property. The City will not use, operate or maintain the Property improperly, carelessly, in violation o f any applicable law or in a manner contrary to that contemplated by this Lease Agreement. In addition, the City agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of the Property) with all laws of the jurisdictions in which its operations may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Property; provided, however, that the City may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Authority, adversely affect the estate of the Authority in and to any of the Property or its interest or rights under this Lease Agreement.

Section 9.03 Substitution or R elease of Additional Project Property . The City shall have the right to substitute alternate real property for any portion of the Additional Project Property or release a portion of the Additional Project Property (except, in each case, for the Parking Areas (as defined in the Management Agreement)) from this Lease Agreement in accordance with the terms and conditions of Section 7.01 of the Ground Lease. Notwithstanding any substitution or release of any Additional Project Property pursuant to Section 7.0 1 of the Ground Lease and this Section 9.03, there shall be no reduction in the Base Rental Payments due from the City hereunder as a result of such substitution or release.

ARTICLE X

MISCELLANEOUS
Section 10.01 Law Governing . THIS LEASE AGREEMENT SHALL BE GOVERNED

EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STATE OF CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.

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Section 10.02 Notices. All written notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the City: City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: Finance Director/City Treasurer
If to the Authority: Anaheim Public Financing Authority c/o City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: Executive Director
Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by electronic communication, whether by telex, telegram or telecopier, upon the sender’s receipt of an appropriate answerback or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, 24 hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

Section 10.03 Validity and Severability . If for any reason this Lease Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term hereof; then and in such event this Lease Agreement is and shall be deemed to be a Lease Agreement under which the Rental Payments are to be paid by the City annually in consideration of the right of the City to possess, occupy and use the Property, and all of the terms, provisions and conditions of this Lease Agreement, except to the extent that such ter ms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect.

Section 10.04 Net-Net-Net Lease. This Lease Agreement shall be deemed and construed to be a “net-net-net lease” and the City hereby agrees that the R ental Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set -offs whatsoever and notwithstanding any dispute between the City and the Authority.

Section 10.05 Taxes.
(a) The City shall pay or cause to be paid, solely from the Account Collateral, all taxes and assessments of any type or nature charged to the Authority or affecting the Property or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the term of this Lease Agreement as and when the same become due.

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(b) The City or any sublessee may, at the City’s or such sublessee’s expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority or the Trustee shall notify the City or such sublessee that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Authority in the P roperty will be materially endangered or the Property, or any part thereof, will be subject to loss or forfeiture, in which event the City or such sublessee shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority and the Trustee.

Section 10.06 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease Agreement.

Section 10.07 Amendments.
(a) This Lease Agreement and the Ground Lease may be amended and the rights and obligations of the Authority and the City hereunder and thereunder may be amended at any time by an amendment hereto or thereto whic h shall become binding upon execution and delivery by the Authority and the City, but only with the prior written consent of the Required Bond Owners pursuant to the Indenture, provided that no such amendment shall (i) extend the payment date of any Base R ental Payments, reduce the interest component or principal component of any Base Rental Payments or change the prepayment terms and provisions without, in each case, the prior written consent of the Owner of each Bond so affected; or (ii) change or reduce the number or percentage of Owners of the Bonds the consent of which is required for the execution of any amendment of this Lease Agreement or the Ground Lease without, in each case, the prior written consent of the Owner of each Bond so affected; or (iii) modify the Base Rental Payment Schedule without the prior written consent of the Purchasers (so long as the Series 2023__ Bonds are Outstanding). (b) This Lease Agreement and the Ground Lease and the rights and obligations of the Authority and the City hereunder and thereunder may also be amended at any time by an amendment hereto or thereto which shall become binding upon execution by the Authority and the City, without the written consents of any Owners, but only to the extent permitted by law and only for any one or more of the following purposes:
(i) to add to the agreements, conditions, covenants and terms required by the Authority or the City to be observed or performed herein or therein other agreements, conditions, covenants and terms thereafter to be observed or performed by the Authority or the City, or to surrender any right or power reserved herein or therein to or conferred herein or therein on the Authority or the City, and which in either case shall not materially adversely affect the interests of the Owners;
(ii) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or therein or in regard to questions arising hereunder or thereunder which the Authority or the City may deem desirable or necessary and not inconsistent herewith or therewith, and which shall not materially adversely affect the interests of the Owners;

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(iii) to make such additions, deletions or modifications as may be necessary or appropriate to assure the exclusion from gross income for federal income tax purposes of the interest on any Bonds issued on a tax-exempt basis; (iv) to provide for the substitution or release of a portion of the Additional Project Property in accordance with the provisions of Sections 9.03 hereof; (v) to provide for the issuance of Additional Bonds in accordance with Article III of the Indenture; or
(vi) to make such other changes herein or therein or modifications hereto or thereto as the Authority or the City may deem desirable or necessar y, and which shall not materially adversely affect the interests of the Owners, as evidenced by an Opinion of Bond Counsel.

Section 10.08 No Merger. The parties hereto intend that there shall be no merger of any estate or interest created by this Lease Agreement with a ny other estate or interest in the Property, or any part thereof, by reason of the fact that the same party may acquire or hold all or any part of the estate or interest in the Property created by this Lease Agreement as well as another estate or interest in the Property.

Section 10.09 Assignment to Trustee. The City and the Authority hereby acknowledge the assignment of this Lease Agreement (except for the Authority’s obligations and its rights to give consents or approvals hereunder), and the Base Rental Payments paya ble hereunder, to the Trustee pursuant to the Assignment Agreement and the Indenture.

Section 10.10 Execution. This Lease Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Lease Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed by their r espective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF ANAHEIM
By:

City Manager
ATTEST:

City Clerk

ANAHEIM PUBLIC FINANCING AUTHORITY
By:

Executive Director
ATTEST:

Secretary

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EXHIBIT A

DESCRIPTION OF THE PROPERTY
Land:

All that real property situated in the City of Anaheim, County of Orange, State of California, described as follows:
[ARENA PROPERTY]
Additional Project Property:

All that real property situated in the City of Anaheim, County of Orange, State of Californ ia, described as follows:
[PARKING AREAS AND ALL OTHER PROJECT PROPERTY OTHER THAN THE ARENA]

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EXHIBIT B

BASE RENTAL PAYMENT SCHEDULE
The principal and interest components of the Base Rental Payments are payable in the amounts and on the dates set forth in the Indenture.

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EXHIBIT C

DESCRIPTION OF PROJECT

Stradling Yocca Carlson & Rauth
Draft of 9/19/22

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_________________________________________________________________________________

FIRST AMENDMENT TO LEASE AGREEMENT
Dated as of __________ 1, 2023
amending and supplementing the

LEASE AGREEMENT
dated as of __________ 1, 2023
by and between

ANAHEIM PUBLIC FINANCING AUTHORITY

and

CITY OF ANAHEIM

Relating to
$________

ANAHEIM PUBLIC FINANCING AUTHORITY

TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA IMPROVEMENT PROJECT)
2023 SERIES __ (________ RATE)

_________________________________________________________________________________

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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS .............................................................................................................. 2 Section 1.01 Definitions ........................................................................................................ 2 ARTICLE II AMENDMENTS AND EFFECTIVENESS ................................................................. 2 Section 2.01 [Amendment to Base Rental Payment Schedule in Exhibit B.......................... 2 Section 2.02 Effectiveness of First Amendment to Lease Agreement .................................. 3 ARTICLE III USE OF PROCEEDS ................................................................................................... 3 Section 3.01 Use of Proceeds of the Series 2023B Bonds .................................................... 3 ARTICLE IV PREPAYMENT ............................................................................................................ 3 Section 4.01 Prepayment ....................................................................................................... 3 ARTICLE V MISCELLANEOUS ..................................................................................................... 4 Section 5.01 Survival of Original Lease Agreement ............................................................. 4 Section 5.02 Binding Effect .................................................................................................. 4 Section 5.03 Validity and Severability .................................................................................. 4 Section 5.04 California Law .................................................................................................. 4 Section 5.05 Section Headings .............................................................................................. 4 Section 5.06 Execution .......................................................................................................... 4

Signatures ............................................................................................................................... S-1

EXHIBIT A LEGAL DESCRIPTION ....................................................................................... A-1 EXHIBIT B BASE RENTAL PAYMENT SCHEDULE .......................................................... B-1

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FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement (the “First Amendment to Lease Agreement ”), dated as of __________ 1, 2023 , is by and between the ANAHEIM PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, as lessor, and the CITY OF ANAHEIM (the “City”), a municipal corporation and charter law duly organized and existi ng under and by virtue of the Constitution and laws of the State of California, as lessee, and supplements and amends the Lease Agreement, dated as of __________ 1, 2023 (the “Original Lease Agreement”), by and between the Authority and the City , as eviden ced by that certain Memorandum of Lease Agre ement recorded on ______ 1, 2023 in the Official Records of the County of Orange as Instrument No. ___________.

W I T N E S S E T H:

WHEREAS, the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), have entered into a Master Indenture, dated as of __________ 1, 2023 (the “Master Indenture”), as supplemented by the First Supplemental Indenture, dated as of _________ 1, 2023 (the “First Supplemental Indenture ”), providing for the issuance of Bonds secured on a parity thereunder; and
WHEREAS, in order to provide for the payment of the Bonds issued under the Master Indenture, the City and the Authority have entered into the Ground Lease, dated as of __________ 1, 2023,, pursuant to which the City leased to the Authority the Property (as defined in the Original Lease Agreement) , as described in Exhibit A to the Ground Lease , and the Original Lease Agreement, pursuant to which the Authority leased the Property to the City; and WHEREAS, pursuant to Sections 3.04 and 3.05 of the Master Indenture, the Authority may at any time issue Additional Bonds pursuant to a Supplemental Indenture (as defined in the Master Indenture); and
WHEREAS, pursuant to Section 10.07 of the Original Lease Agreement, the Original Lease Agreement may be amended to provide for the issuance of Additional Bonds (as defined in the Master Indenture); and
WHEREAS, the City has determined in Resolution No. _______ that it is in the public interest and will benefit the citizens of the City to have the Authority issue the Series 2023B Bonds in the aggregate principal amount of $ _________ as Additional Bonds pursuant to the Master Indenture, as supplemented by the First Supplemental Indenture and by the Second Supplemental Indenture dated as of ________ 1, 2023, each by and among the Authority, the City and the Trustee, to finance the Project (as defined in the Master Indenture); and WHEREAS, to finance the Project, the City and the Authority will enter into this First Amendment to Lease Agreement pursuant to which the City agree s to make Base Rental Payments sufficient to pay debt service on the Bonds; and
[WHEREAS, in recognition of the issuance of the Series 2023B Bonds, the Base Rental Payments shall b e increased as described herein from those set forth in the Original Lease Agreement; and]

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WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this First Amendment to Lease Agreement do exist, have happened and have been performed in a regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this First Amendment to Lease Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:

DEFINITIONS
Section 1.01 Definitions. Except as otherwise provided in Section 1.01 of this First Amendment to Lease Agreeme nt, all terms used herein which are defined in the Original Lease Agreement shall have the meanings assigned to them therein . Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any supplement and amendment of the Lease Agreement have the meanings herein specified . All other capitalized terms used herein without definition shall have the meanings as set forth in the Indenture. “Base Rental Pay ment Schedule” means the schedule of Base Rental Payments payable to the Authority by the City pursuant to Section 3.01 of the Original Lease Agreement and attached hereto as Exhibit B, as such schedule may be amended from time to time as permitted in the Lease Agreement.
“Delivery Date” means, with respect to the Series 2023B Bonds, _______, 2023. “Indenture” means the Master Indenture, dated as of __________ 1, 2023 , as originally executed, as supplemented by the First Supplemental Indenture, dated as of ________ 1, 2023 , and the Second Supplemental Indenture, dated as of __________ 1, 2023 , each by and among the Authority, the City and the Trustee, and as it may from time to time be further amended or supplemented in accordance with the provisions thereof. “Lease Agreement” means the Original Lease Agreement, as supplemented and amended by this First Amendment to Lease Agreement , and as it may from time to time be further amended in accordance with the provisions thereof.
“Series 2023B Bonds ” means the Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project), 2023 Series B issued under the Master Indenture, as supplemented by the ________ Supplemental Indenture.

AMENDMENTS AND EFFECTIVENESS
Section 2.01 [Amendment to Base R ental Payment Schedule in Exhibit B. The Base Rental Schedule as shown in Exhibit B of the Original Lease Agreement is hereby amended and supplemented by deleting Exhibit B in its entirety and substituting the attached Exhibit B therefor.]

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Section 2.02 Effectiveness o f First Amendment to Lease Agreement . This First Amendment to Lease Agreement shall be effective on the Delivery Date of the Series 2023B Bonds.

USE OF PROCEEDS
Section 3.01 Use of Proceeds of the Series 2023B Bonds . The parties hereto agree that the proceeds of the Series 2023B Bonds will be used to pay the costs of the Project , [fund the Series 2023B Debt Service Reserve Account] and to pay for costs of issuance of the Series 2023B Bonds.

PREPAYMENT
Section 4.01 Prepayment.
(a) The City may caus e all or a portion of the Series 2023__ Bonds to be optionally redeemed by the Authority pursuant to Section _____ of the Indenture, by prepaying on any date on or before ________, 20__, all or a portion of the Base Rental Payments from any source of available funds, which prepayment s hall be accomplished by the City’s paying an amount sufficient to cause such Series 2023__ Bonds to be redeemed pursuant to Section _____ of the Indenture on such prepayment date. Prepayments of Base Rental Payments made pursuant to this subsection shall b e applied to the optional redemption of the Series 2023__ Bonds as provided in Section _____ of the Indenture.
(b) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental payments through a specified date on which the City has a right to p repay such Base Rental Payments pursuant to subsection (a) of this Section, and to prepay such Base Rental Payments on such prepayment date. (c) If less than all of the Base Rental Payments are prepaid pursuant to subsection (a) of this Section then, as of the date of such prepayment, or the date of a deposit pursuant to subsection (b) of this Section, the Base Rental Payments shall be recalculated in order to take such prepayment into account. If all of the Base Rental Payments are prepaid in accordance with the provisions of the Lease Agreement and if all amounts then due to the Owners of the Bonds have been paid in full then, as of the date of such prepayment pursuant to subsection (a) of this Section, or deposit pursuant to subsection (b) of this Section, a nd payment of all other amounts owed under the Lease Agreement have been made, the term of the Lease Agreement shall be terminated. (d) Before making any prepayment pursuant to this Article IV, the City shall give written notice to the Authority and the Truste e specifying the date on which the prepayment will be made, which date shall be not less than forty -five (45) days nor more than sixty (60) days from the date such notice is given to the Authority and the Trustee.

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MISCELLANEOUS
Section 5.01 Survival of Original Lease Agreement. Except as otherwise amended hereby, the Original Lease Agreement shall remain in full force and effect.

Section 5.02 Binding Effect. This First Amendment to Lease Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns.

Section 5.03 Validity and Severability. If for any reason this First Amendment to Lease Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term hereof; then and in such event the Lease Agreement is and shall be deemed to be a Lease Agreement under which the Rental Payments are to be paid by the City annually in consideration of the right of the City to possess, occupy and use the Property, and all of the terms, provisions and conditions of the Lease Agreement, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect.

Section 5.04 California Law . This First Amendment to Lease Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California.

Section 5.05 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this First Amendment to Lease Agreement.

Section 5.06 Execution. This First Amendment to Lease Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same First Amendment to Lease Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the Authority and the City have caused this First Amendment to Lease Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF ANAHEIM
By:

James Vanderpool
City Manager
ATTEST:

Theresa Bass
City Clerk

ANAHEIM PUBLIC FINANCING AUTHORITY
By:

Deborah A. Moreno
Executive Director
ATTEST:

Theresa Bass
Secretary

4894-9812-3057v4/022363-0037

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the foregoing to the City of Anaheim, a municipal corporation and charter city duly organized and existing under and by virtue of the Constitution and the laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Anaheim , pursuant to authority conferred by resolution of said City Council adopted on _________, 2022, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: _________, 202_ CITY OF ANAHEIM
By:

James Vanderpool
City Manager

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF ORANGE )

On ___________________ before me, ____________________________________, Notary Public,

personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the Stat e of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

4894-9812-3057v4/022363-0037
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) ss.

COUNTY OF ORANGE )

On ___________________ before me, ____________________________________, Notary Public,

personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is /are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal

SIGNATURE OF NOTARY PUBLIC

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EXHIBIT A

DESCRIPTION OF THE PROPERTY
Land:

All that real property situated in the City of Anaheim, Coun ty of Orange, State of California, described as follows:
[ARENA PROPERTY]
Additional Project Property:

All that real property situated in the City of Anaheim, County of Orange, State of California, described as follows:
[PARKING AREAS AND ALL OTHER PROJECT PROPERTY OTHER THAN THE ARENA]

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EXHIBIT B

BASE RENTAL PAYMENT SCHEDULE
The principal and interest components of the Base Rental Payments are payable in the amounts and on the dates set forth in the Indenture.