Berkeley City Council
May 20, 2025

4908-8455-6335.2

INDENTURE OF TRUST

This INDENTURE OF TRUST (this “Indenture”), dated for convenience as of June 1, 2025, is between the B ERKELEY JOINT POWERS FINANCING AUTHORITY, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”), and T
HE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in San Francisco, California, being qualified to accept and administer the trusts hereby created (the “Trustee”).

BACKGROUND:

1. The City of Berkeley (the “City”) currently leases for fire administration and training purposes certain buildings located at 1250-1288 9th Street, 1226 9th Street, 1221 8th Street, 1223 8th Street, 1225 8th Street and 1249 8th Street, Berkeley, California 94710, as more particularly described in Appendix A attached hereto and by this reference incorporated herein (the “Fire Property”), under that certain Standard Multi-Tenant Office Lease - Gross dated as of June 27, 2024 (as amended and assigned from time to time, the “Existing Lease”), by and between Smith & Walters, Inc., a California corporation (the “Lessor”), and the City.

2. T he City has a unilateral option to purchase the Fire Property under the Existing Lease.

3. Prior to exercising its right to purchase the Fire Property, the City intends to complete the construction of improvements to the Fire Property as may be identified from time to time by the City (the “Project”). The City wishes to finance the construction of the Project.

4. To that end, the City has proposed to lease to the Authority certain real property and improvements, initially consisting of the [____], including land and improvements, as more particularly described in Appendix B attached hereto and by this reference incorporated herein (the “Leased Property”), under a Site Lease, dated as of the date hereof, by and between the City and the Authority (the “ Site Lease ”) in consideration of the payment by the Authority of an upfront rental payment (the “ Site Lease Payment”) which is sufficient to provide funds for the construction of the Project.

5. The Authority wishes to issue its Berkeley Joint Powers Financing Authority 2025 Lease Revenue Notes (Fire Administration and Training Project) (Federally Taxable) in the aggregate principal amount of $______________ (the “Notes”) under this Indenture for the purpose of providing the funds to enable the Authority to pay the Site Lease Payment to the City in accordance with the Site Lease.

6. In order to provide revenues which are sufficient to enable the Authority to pay debt service on the Note s and any Refunding Obligations (as defined below) , the Authority has leased the Leased Property back to the City under a Lease Agreement dated the date hereof (the “Lease”), under which the City has agreed to pay semiannual Lease Payments as the rental for the Leased Property thereunder.

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7. The lease payments made by the City under the Lease have been assigned by the Authority to the Trustee for the security of the Notes under an Assignment Agreement, dated the date hereof, between the Authority as assignor and the Trustee as assignee.

8. In order to provide for the authentication and delivery of the Notes, to establish and declare the terms and conditions upon which the Notes are to be issued and to secure the payment of the principal thereof (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any), premium (if any) and interest thereon, the Authority has authorized the execution and delivery of this Indenture.

9. Section 5.11 of the Lease and 6.11 of this Indenture provide for an obligation of the Authority and the City to initiate a refunding of the Notes. The obligations issued by the Authority for the purpose of refunding the Notes are referred to herein and in the Lease as Refunding Obligations.

10. The Authority has found and determined, and hereby affirms, that all acts and proceedings required by law necessary to make the Notes, when execut ed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture have been in all respects duly authorized.

AGREEMENT:

In order to secure the payment of the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any ) of and the interest and redemption premium (if any) on all the Outstanding Notes under this Indenture according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Notes are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Note s by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Authority and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Notes, as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

SECTION 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms defined in Appendix A attached to this Indenture have the respective meanings specified in that Appendix when used in this Indenture.

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SECTION 1.02. Authorization. Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Indenture, and has taken all actions necessary to authorize the execution hereof by the officers and persons signing it.

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ECTION 1.03. Interpretation.

(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate.

(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.

(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

ARTICLE II

THE NOTES

SECTION 2.01. Authorization of Notes. The Authority has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Notes do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now duly empowered, under each and every requirement of law, to issue the Notes in the manner and form provided in this Indenture.

The Authority hereby authorizes the issuance of Notes in the aggregate principal amount of $[______________] under the Bond Law for the purposes of providing funds to pay the Site Lease Payment to the City and thereby provide funds to finance the construction of the Project. The Notes are authorized and issued under, and are subject to the terms of, this Indenture and the Bond Law. The Notes are designated the “Berkeley Joint Powers Financing Authority 2025 Lease Revenue Notes (Fire Administration and Training Project) (Federally Taxable).”

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ECTION 2.02. Terms of the Notes.

(a) Payment Provisions . The Notes shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Note has more than one maturity date. The Bonds shall mature on October 1, 2029, and bear interest (calculated on the basis of a 360 -day year of twelve 30-day months) at the rate of _____%.

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Interest on the Notes is payable from the Interest Payment Date next preceding the date of authentication thereof unless:

(a) a Note is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it will bear interest from such Interest Payment Date,

(b) a Note is authenticated on or before the first Record Date, in which event interest thereon will be payable from the Closing Date, or

(c) interest on any Note is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date.

Interest is payable on each Interest Payment Date to the persons in whose names the ownership of the Notes is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest on any Note which is not punctually paid or duly provided for on any Interest Payment Date is payable to the person in whose name the ownership of such Note is registered on the Registration Books at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which is given to such Owner by first-class mail not less than 10 days prior to such special record date.

The Trustee will pay interest on the Note s by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owners of the Note s at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. At the written request of the Owner of Notes in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee as of any Record Date, the Trustee will pay interest on such Notes on each succeeding Interest Payment Date by wire transfer in immediately available funds to such account of a financial institution within the United States of America as specified in such written request, which written request will remain in effect until rescinded in writing by the Owner. The Trustee will pay principal of the Notes (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) in lawful money of the United States of America by check of the Trustee or by wire upon presentation and surrender thereof at the Office of the Trustee.

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ECTION 2.03. Transfer and Exchange of Notes.

(a) Transfer. Any Note may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Note to the Trustee at its Office for cancellat ion, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Note or Notes shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new Note or Notes of like series, interest rate, maturity and aggregate

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principal amount. The Authority shall pay the cost of printing Note s and any services rendered or expenses incurred by the Trustee in connection with any transfer of Note s.

Prior to any transfer of Notes, the transferor shall provide or cause to be provided to t he Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

(b) Exchange. The Notes may be exchanged at the Office of the Trustee for a like aggregate principal amount of Notes of other authorized denominations and of the same series, interest rate and maturity. The Trustee shall require the Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. The Authority shall pay the cost of printing Notes and any services rendered or expenses incurred by the Trustee in connection with any exchange of Notes.

(c) Limitations. The Trustee may refuse to transfer or exchange, under the provisions of this Section 2.03, any Note s selected by the Trustee for redemption under Article IV, or any Note s during the period established by the Trustee for the selection of Notes for redemption.

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ECTION 2.04. Book-Entry System.

(a) Original Delivery. U nl ess otherwise provided in a Supplemental Indenture, the Notes will be initially delivered in the form of a separate single fully registered bond (which may be typewritten) for each maturity of the Notes. Upon initial delivery, the Trustee shall register the ownership of each Note on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Notes shall be registered in the name of the Nominee on the Registration Books.

With respect to Notes the ownership of which shall be registered in the name of the Nominee, the Authority and the Trustee has no responsibility or obligation to any Depository System Participant or to any person on behalf of which the Nominee holds an interest in the No t
es. Without limiting the generality of the immediately preceding sentence, the Authority and the Trustee has no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Note s, (ii) the delivery to any Depository System Participant or any other person, other than a Note Owner as shown in the Registration Books, of any notice with respect to the Notes, including any notice of redemption (except to the extent such notice is required to be given by the Authority to the Trustee or to the DTC), (iii) the selection by the Depository of the beneficial interests in the Notes to be redeemed if the Authority elects to redeem the Note s in part, (iv) the payment to any Depository System Participant or any other person, other than a Note Owner as shown in the Registration Books, of any amount with respect to principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption), premium, if any, or interest on the Note s or (v) any consent given or other action taken by the Depository as Owner of the Notes. The Authority and the Trustee may treat and consider the person in whose name each Note is registered as the absolute owner of such Note for the purpose of payment of principal (including the principal amount

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of any Term Notes that is subject to mandatory sinking fund redemption, if any ) of and premium, if any, and interest on such Note, for the purpose of giving notices of redemption and other matters with respect to such Note, for the purpose of registering transfers of ownership of such Note, and for all other purposes whatsoever. The Trustee shall pay the principal (including the principal amount of any Term Note s that is subject to mandatory sinking fund redemption, if any) of and the interest and premium, if any, on the Notes only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) of and interest and premium, if any, on the Notes to the extent of the sum or sums so paid. No person other than a Note Owner shall receive a Note evidencing the obligation of the Authority to make payments of principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any), interest and premium, if any, under this Indenture. Upon delivery by the Depository to the Authority of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Authority shall promptly deliver a copy of the same to the Trustee.

(b) Representation Letter . In order to qualify the Not es for the Depository’s
book-entry system, the Authority shall execute and deliver to such Depository a letter in which the Authority will agree to the Depository’s operational arrangements. To the extent required to do so by the Depository, the Trustee shall also execute such representation letter and agree to the Depository’s operational arrangements. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Notes other than the Note Owners. In addition to the execution and delivery of such letter, the Authority may take any other actions, not inconsistent with this Indenture, to qualify the Note s for the Depository’s book -entry program.

(c) Transfers Outside Book-Entry System. If either (i) the Depository determines not to continue to act as Depository for the Note s, or (ii) the Authority determines to terminate the Depository as such, then the Authority shall thereupon discontinue the book- entry system with such Depository. In such event, the Depository shall cooperate with the Authority and the Trustee in the issuance of replacement Notes by providing the Trustee with a list showing the interests of the Depository System Participants in the Note s, and by surrendering the Notes, registered in the name of the Nominee, to the Trustee on or before the date such replacement Notes are to be issued. The Depository, by accepting delivery of the Notes, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the Authority fails to identify another Securities Depository to replace the Depository, then the Notes shall no longer be required to be registered in the Registration Books in the name of the Nominee, and, upon transfer or exchange, shall be registered in whatever name or names the Owners transferring or exchanging Notes shall designate, in accordance with the provisions hereof.

In connection with any proposed transfer outside the bo ok-en try only system, the
transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code

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Section 6045, as amended. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

If the Authority determines that it is in the best interests of the beneficial owners of the Notes that they be able to obtain certificated Notes, the Authority may notify the Depository System Participants of the availability of such certificated Note s through the Depository. In such event, the Trustee will issue, transfer and exchange Notes as required by the Depository and others in appropriate amounts; and whenever the Depository requests, the Trustee and the Authority shall cooperate with the Depository in taking appropriate action (y) to make available one or more separate certificates evidencing the Notes to any Depository System Participant having Notes credited to its account with the Depository, or (z) to arrange for another Securities Depository to maintain custody of a single certificate evidencing such Notes, all at the Authority’s expense.

(d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Note is registered in the name of the Nominee, all payments with respect to principal (including the principal amount of any Term Note s that is subject to mandatory sinking fund redemption, if any) of and interest and premium, if any, on such Note and all notices with respect to such Note shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository.

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ECTION 2.05. Registration Books. The Trustee will keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Notes, which shall upon reasonable notice as agreed to by the Trustee, be open to inspection during regular business hours by the Authority; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Notes as hereinbefore provided.

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ECTION 2.06. Form and Execution of Note s. The Notes, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, are set forth in Appendix B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

The President of the Authority shall execute, and the Secretary of the Authority shall attest each Note. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any Note ceases to be such officer before the Closing Date, such signature will nevertheless be as effective as if the officer had remained in office until the Closing Date. Any Note may be signed and attested on behalf of the Authority by such persons as at the actual date of the execution of such Note are the proper officers of the Authority, duly authorized to execute debt instruments on behalf of the Authority, although on the date of such Note any such person was not an officer of the Authority.

Only those Note s bearing a certificate of authentication in the form set forth in Appendix B, manually executed and dated by the Trustee, are valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee is conclusive evidence that such Notes have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

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SECTION 2.07. Notes Mutilated, Lost, Destroyed or Stolen. If any Note is mutilated, the Authority, at the expense of the Owner of such Note , shall execute, and the Trustee shall thereupon authenticate and deliver, a new Note of like tenor in exchange and substitution for the Note so mutilated, but only upon surrender to the Trustee of the Note so mutilated. The Trustee shall cancel every mutilated Note surrendered to it and deliver such mutilated Note to, or upon the order of, the Authority. If any Note is lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory and if indemnity satisfactory to the Trustee and the Authority is given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Note of like tenor in lieu of and in substitution for the Note so lost, destroyed or stolen. The Trustee may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section and of the expenses which may be incurred by the Trustee in connection therewith. Any Note issued under the provisions of this Section in lieu of any Note alleged to be lost, destroyed or stolen will constitute an original additional contractual obligation on the part of the Authority whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Notes issued under this Indenture.

Notwithstanding any other provision of this Section 2.07, in lieu of delivering a new Note for which principal has become due for a Note which has been mutilated, lost, destroyed or stolen, the Trustee may make payment of such Note in accordance with its terms upon receipt of indemnity satisfactory to the Trustee.

ARTICLE III

ISSUANCE OF NOTES; APPLICATION OF

PROCEEDS

SECTION 3.01. Issuance of the Notes. At any time after the execution of this Indenture, the Authority may execute and the Trustee shall authenticate and, upon the Written Request of the Authority, deliver the Notes to the Original Purchaser.

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ECTION 3.02. Application of Proceeds of Sale of Notes. On the Closing Date, the Original Purchaser will pay a purchase price for the Note s in the amount of $ [_______], which is equal to the original principal amount of the Note s ($ [______________]), plus a net original issue premium /less an original issue discount of $ [_________], less an underwriter’s discount of $[_______]. The Trustee shall apply such purchase price on the Closing Date in the following manner:

(a) the Trustee will deposit $[_______] into the Project Fund, and

(b) the Trustee will deposit the remaining amount, equal to $________, into the Costs of Issuance Fund.

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The Trustee may establish a temporary fund or account in its records to facilitate such deposits or transfers. The deposits described in paragraphs (a) and (b) represent the full amount of the Site Lease Payments under Section 3 of the Site Lease.

SECTION 3.03. Establishment and Application of Costs of Issuance Fund. The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Costs of Issuance Fund,” into which the Trustee shall deposit a portion of the proceeds of sale of the Note s under Section 3.02(b). The Trustee shall disburse amounts in the Costs of Issuance Fund from time to time to pay the Costs of Issuance upon submission of a Written Requisition of the Authority in the form attached hereto as Appendix D stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund.

Each such Written Requisition of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. The Trustee may conclusively rely on such Written Requisitions and shall be fully protected in relying thereon. On September 15, 2025, or upon the earlier Written Request of the Authority, the Trustee shall transfer all amounts remaining in the Costs of Issuance Fund to the Interest Account and shall thereupon close the Costs of Issuance Fund.

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ECTION 3.04. Establishment and Application of Project Fund . The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Project Fund.”The Trustee shall deposit a portion of the proceeds of sale of the Notes into the Project Fund under Section 3.02(a).

The Trustee shall administer such fund as provided in this Section 3.04. Amounts on deposit in the Project Fund shall be used, as provided below, to pay the Project Costs, and to reimburse the City for the same. Pending such use, amounts on deposit in the Project Fund shall be invested only in Permitted Investments, with interest earnings and other investment income thereon being retained therein. All moneys remaining in the Project Fund upon the completion of the Project (as determined by the City in its sole discretion with written notice to the Trustee) shall be transferred by the Trustee as hereinafter provided.

The Trustee shall, from time to time, disburse money from the Project Fund to pay the Project Costs for the Project, as hereinafter provided, in each case promptly after receipt of, and in accordance with, a Written Certificate in the form attached hereto as Appendix C.

In making such payments, the Trustee may rely upon the representations made in the Written Certificate. If for any reason the City should decide prior to the payment of any item in said Written Certificate not to pay such item, then it shall give written notice of such decision to the Trustee and thereupon the Trustee shall not make such payment, and the Trustee shall have no liability to the City or the designated payee as a result of such nonpayment. In no event shall the Trustee be responsible for the adequacy or due performance of any contracts relating to the Project or for the use or application of money properly disbursed pursuant to requests made under this Section 3.04.

If, after payment by the Trustee of all Written Certificates theretofore tendered to the Trustee under the provisions of this Section 3.04 and after the City has notified the Trustee of the completion of the Project, there shall remain any balance of money in the

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Project Fund, all money so remaining (other than a reasonable retainage to pay Project Costs, as determined in the sole discretion of the City with written notice to the Trustee) shall be transferred to the Principal Account and shall be applied to the prepayment of Lease Payments under Section 9.3 of the Lease and the corresponding redemption of the Notes under Section 4.01(a).

At such time as no moneys remain in the Project Fund, the Project Fund shall be closed.

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ECTION 3.05. Validity of Notes. The recital contained in the Notes that the same are issued under the Constitution and laws of the State of California shall be conclusive evidence of their validity and of compliance with the provisions of law in their issuance.

ARTICLE IV

REDEMPTION OF NOTES

SECTION 4.01. Terms of Redemption.

(a) Optional Redemption. T he Notes are subject to optional redemption, in whole or in part, on any date prior to their maturity, at the option of the City, from any source of available funds, at a redemption price equal to the greater of the following:

(i) 100 percent of the principal amount of the Notes to be redeemed, p lus
interest accrued on the Notes to the redemption date; or

(ii) the sum of the present value of the remaining scheduled payments of principal and interest on the Notes to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which such Notes are to be redeemed, discounted to the date on which such Notes are to be redeemed on a semiannual basis, assuming a 360 -day year consisting of twelve 30- day months, at the Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest on the Notes to be redeemed to the date fixed for redemption.

“Treasury Rate” means, with respect to any redemption date for the Notes, the yield to maturity as to such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available on a date selected by the City that is at least two Business Days prior to the redemption date (excluding inflation indexed securities) or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the redemption date to the maturity date of the Notes to be redeemed; provided however, that if the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

The Authority must give the Trustee at least 10 days’ written notice of its intention to redeem Notes under this subsection (a), in sufficient time for the Trustee to give notice of such redemption in accordance with Section 4.03.

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(b) Special Mandatory Redemption From Insurance or Condemnation Proceeds.

The Notes are subject to redemption as a whole, or in part, on any date, from any Net Proceeds required to be used for such purpose as provided in Section 5.07, at a redemption price equal to 100% of the principal amount thereof plus interest accrued thereon to the date fixed for redemption, without premium.

(c) Reserved.

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ECTION 4.02. Selection of Notes for Redemption. Whenever provision is made in this Indenture for the redemption of less than all of the Note s, the Trustee shall select the Notes to be redeemed by lot in any manner which the Trustee in its sole discretion deems appropriate. For purposes of such selection, the Trustee shall treat each Note as consisting of separate $5,000 portions and each such portion shall be subject to redemption as if such portion were a separate Note.

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ECTION 4.03. Notice of Redemption; Rescission. The Trustee shall mail notice of redemption of the Notes by first class mail, postage prepaid, not less than 20 nor more than 60 days before any redemption date, to the respective Owners of any Notes designated for redemption at their addresses appearing on the Registration Books and to one or more Securities Depositories and to the Municipal Securities Rulemaking Board.

Each notice of redemption shall state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the Notes (or all Notes of a single maturity) are to be redeemed, the CUSIP numbers and (in the event that not all Notes within a maturity are called for redemption) Note numbers of the Notes to be redeemed, and in the case of Notes to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on the redemption date there will become due and payable on each of said Notes the redemption price thereof, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Notes be then surrendered to the Trustee. Neither the failure to receive any notice nor any defect therein shall affect the sufficiency of the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of Note s shall be given by the Trustee, at the expense of the Authority, for and on behalf of the Authority.

Redemption notices may be conditional. The Authority has the right to rescind any notice of the redemption of Notes under Section 4.01(a) by written notice to the Trustee on or prior to the dated fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Note s then called for redemption, and such cancellation shall not constitute an Event of Default. The Authority and the Trustee have no liability to the Owners of the Note s or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.

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ECTION 4.04. No Partial Redemption of Notes. The Notes may only be redeemed in whole based on the principal amount of the Outstanding Notes, and shall not be subject to redemption in part.

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ECTION 4.05. Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the redemption price of, together with interest

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accrued to the date fixed for redemption on, including any applicable premium, the Notes (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Note s (or portions thereof) so called for redemption shall become due and payable, interest on the Notes so called for redemption shall cease to accrue, said Notes (or portions thereof) shall cease to be entitled to any benefit or security under this Indenture, and the Owners of said Notes shall have no rights in respect thereof except to receive payment of the redemption price thereof.

All Notes redeemed under the provisions of this Article shall be canceled by the Trustee upon surrender thereof and destroyed in accordance with the retention policy of the Trustee then in effect.

ARTICLE V

REVENUES; FUNDS AND ACCOUNTS; PAYMENT OF

PRINCIPAL AND INTEREST

SECTION 5.01. Security for the Notes; Debt Service Fund.

(a) Pledge of Revenues and Other Amounts. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Revenues and all amounts (including proceeds of the sale of the Notes) held in any fund or account established under this Indenture (except the Project Fund, the Costs of Issuance Fund and such other funds and accounts specified in a Supplemental Indenture) are hereby pledged to secure the payment of the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) of and interest and premium (if any) on the Notes in accordance with their terms and the provisions of this Indenture. Said pledge constitutes a lien on and security interest in the Revenues and such amounts and shall attach, be perfected and be valid and binding from and after the Closing Date, without the need for any physical delivery thereof or further act.

(b) Assignment to Trustee. Under the Assignment Agreement, the Authority has transferred to the Trustee all of the rights of the Authority in the Lease (other than the rights of the Authority under Sections 4.5, 5.10, 7.3 and 8.4 thereof and its rights to give approvals and consents thereunder). The Trustee is entitled to collect and receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Autho rity to the Trustee. The Trustee is also entitled to and may, subject to the provisions of Article VIII, take all steps, actions and proceedings which the Trustee determines to be reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the Lease.

(c) Deposit of Revenues in Debt Service Fund. All Revenues shall be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the “Debt Service Fund” which the Trustee shall establish, maintain and hold in trust; except that all moneys received by the Trustee and required hereunder or under the Lease to be

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deposited in the Redemption Fund or the Insurance and Condemnation Fund shall be promptly deposited in such funds. All Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in this Indenture. Any surplus remaining in the Debt Service Fund , after payme nt in full of (i) the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) of and interest on the Note s or provision therefore under Article X, and (ii) any applicable fees and expenses to the Trustee, shall be withdrawn by the Trustee and remitted to the City.

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ECTION 5.02. Allocation of Revenues. On or before each Interest Payment Date, the Trustee shall transfer from the Debt Service Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Debt Service Fund), the following amounts in the following order of priority:

(a) Deposit to Interest Account. The Trustee shall deposi t in the Interest
Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such Interest Payment Date on all Notes then Outstanding.

(b) Deposit to Principal Account. The Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) amount of the Notes coming due and payable on such Interest Payment Date.

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ECTION 5.03. Application of Interest Account. All amounts in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Notes as it comes due and payable (including accrued interest on any Note s purchased or redeemed prior to maturity).

SECTION 5.04. Application of Principal Account. All amounts in the Principal Account shall be used and withdrawn by the Trustee solely to pay the principal (including the principal amount of any Term Note s that is subject to mandatory sinking fund redemption, if any) amount of the Notes at their respective maturity dates.

SECTION 5.05. Reserved.

SECTION 5.06. Application of Redemption Fund. The Trustee shall establish and maintain the Redemption Fund, into which the Trustee shall deposit a portion of the Revenues received, in accordance with a Written Request of the Authority, amounts in which shall be used and withdrawn by the Trustee solely for the purpose of paying the principal and premium (if any) of the Notes to be redeemed under Section 4.01(a) or (b); provided, however, that at any time prior to the selection of Notes for redemption, the Trustee may apply such amounts to the purchase of Notes at public or private sale, when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as shall be directed under a Written Request of the Authority, except that the purchase price (exclusive of accrued interest) may not exceed the redemption price then applicable to the Note s. The Trustee shall be entitled

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to conclusively rely on any Written Request of the Authority received under this Section

5.06, and shall be fully protected in relying thereon.

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ECTION 5.07. Insurance and Condemnation Fund.

(a) Establishment of Fund. Upon the receipt of proceeds of insurance or eminent domain with respect to the Leased Property, the Trustee shall establish and maintain an Insurance and Condemnation Fund, to be held and applied as hereinafter set forth in this Section 5.07.

(b) Application of Insurance Proceeds. Any Net Proceeds of insurance against accident to or destruction of the Leased Property collected by the City or the Authority in the event of any such accident or destruction shall be paid to the Trustee under Section

6.3 of the Lease and deposited by the Trustee promptly upon receipt thereof in the Insurance and Condemnation Fund. If the City fails to determine and notify the Trustee in writing of its determination, within 90 days following the date of such deposit, to replace, repair, restore, modify or improve the Leased Property which has been damaged or destroyed, then such Net Proceeds shall be promptly transferred by the Trustee to the Redemption Fund and applied to the redemption of Note s under Section 4.01(b).

Notwithstanding the foregoing sentence, however, if the Leased Property is damaged or destroyed in full, the Net Proceeds of such insurance shall be used by the City to rebuild or replace the Leased Property if such proceeds are not sufficient to redeem Outstanding Notes equal in aggregate principal amount to the unpaid Lease Payments allocable to the Leased Property. All proceeds deposited in the Insurance and Condemnation Fund and not so transferred to the Redemption Fund shall be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Leased Property by the City, upon receipt of a Written Request of the City which: (i) states with respect to each payment to be made (A) the requisition number, (B) the name and address of the person to whom payment is due, (C) the amount to be paid and (D) that each obligation mentioned therein has been properly incurred, is a proper charge against the Insurance and Condemnation Fund and has not been the basis of any previous withdrawal; and (ii) specifies in reasonable detail the nature of the obligation. Any balance of the proceeds remaining after such work has been completed as certified by the City under a Written Certificate to the Trustee shall be paid to the City. The Trustee shall be entitled to conclusively rely on any Written Request or Written Certificate received under this subsection (b) of this Section 5.07 and in each case, shall be fully protected in relying thereon.

(c) Application of Eminent Domain Proceeds. If all or any part of the Leased Property is taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain) the Authority shall deposit or cause to be deposited with the Trustee the Net Proceeds therefrom, which the Trustee shall deposit in the Insurance and Condemnation Fund under Section 6.2(b) of the Lease and which shall be applied and disbursed by the Trustee as follows:

(i) If the City has not given written notice to the Trustee, within 90 days following the date on which such Net Proceeds are deposited with the Trustee, of its determination that such Net Proceeds are needed for the replacement of the Leased Property or such portion thereof, the Trustee shall transfer such Net Proceeds to the Redemption Fund to

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be applied towards the redemption of the Note s under Secti on

4.01(b).

(ii) If the City has given written notice to the Trustee, within 90 days following the date on which such Net Proceeds are deposited with the Trustee, of its determination that such Net Proceeds are needed for replacement of the Leased Propert y or such portion thereof, the Trustee shall pay to the City, or to its order, from said proceeds such amounts as the City may expend for such replacement, upon the filing of Written Requisitions of the City as agent for the Authority.

In each case, the Trustee may conclusively rely upon any notice received under this subsection (c)(ii) of this Section and is protected in relying thereon.

(d) Reliance on Independent Advice. In making any such determination whether to repair, replace or rehabilitate the Leased Property under this Section 5.07, the City may obtain, but is not required to obtain, at its expense, the report of an independent engineer or other independent professional consultant, a copy of which must be filed with the Trustee. The Trustee s hall have no duty to review or examine such report. Any such determination by the City is final.

Notwithstanding any other provision of this Section 5.07 or the Lease, the Trustee
shall pay to the City all moneys in the Insurance and Condemnation Fund upon the Trustee’s receipt of Written Request of the City which states that, pursuant to Section 3.2 of the Lease, the City has substituted other real property for the Leased Property that was damaged or destroyed and that there will be no abatement of the Lease Payments as a result of such damage or destruction.

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ECTION 5.08. Investments . All moneys in any of the funds or accounts established with the Trustee under this Indenture shall be invested by the Trustee solely in Permitted Investments. Such investments shall be directed by the Authority in a Written Request of the Authority filed with the Trustee at least 2 Business Days in advance of the making of such investments. In the absence of any such directions from the Authority, the Trustee shall invest any such moneys in Permitted Investments which constitute money market funds; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a Written Request of the Authority specifying a specific money market fund and, if no such Written Request of the Authority is so received, the Trustee shall hold such moneys uninvested. Permitted Investments purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. To the extent Permitted Investments are registrable, such Permitted Investments must be registered in the name of the Trustee.

All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the Debt Service Fund. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee or any of its affiliates may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee may conclusively rely on the written investment direction of the Authority as to the suitability and legality of the directed investments. The Trustee shall

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incur no liability for losses arising from any investments made under this Section 5.08.

The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Authority to provide timely written investment direction. Ratings of Permitted Investments shall be determined at the time of purchase of such Permitted Investments and without regard to ratings subcategories.

Subject to applicable law, the Trustee may make any investments hereunder through its own bond or investment department or trust investment department, or those of its parent or any affili ate and may charge its ordinary and customary fees for such trades, including account maintenance fees. The Trustee or any of its affiliates may act as sponsor, advisor or manager to the investment provider in connection with any investments made by the Trustee hereunder. The Trustee is hereby authorized, in making or disposing of any investment permitted by this Section, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as an agent of the Trustee or for any third person or is dealing as a principal for its own account.

The Trustee may, from time to time, provide the City and the Authority with a list of investments that are available on the Trustee’s investment platform, but the Trustee will not give investment advice to the City or the Authority, and the City or the Authority may direct the Trustee to purchase investments that are not included on the list provided by the Trustee. The Trustee shall be entitled to rely conclusively on the Authority’s investment direction as to the suitability and legality of the directed investments.

The Trustee shall furnish the Authority periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the Authority. Upon the Authority’s election, such statements will be delivered via the Trustee’s Online Trust and Custody service and upon electing such service, paper statements will be provided only upon request. The Authority waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The Authority further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

Under Section 10.5 of the Lease, the City may direct the Authority as to the investment of funds under this Section 5.08, subject to compliance with the provisions of this Article V and Section 6.07.

SECTION 5.09. Valuation and Disposition of Investments.

(a) Except as otherwise provided in subsection (b) of this Section, the Authority covenants that all investments of amounts deposited in any fund or account created by or under this Indenture, or otherwise containing gross proceeds of the Note s (within the meaning of Section 148 of the Tax Code) shall be acquired, disposed of and valued at the Fair Market Value thereof as such term is defined in subsection (d) below. The Trustee shall have no duty in connection with the determination of Fair Market Value other than to follow the investment directions of the Authority in any Written Request of the Authority.

(b) The investments in certain funds or accounts (or portions thereof) may be subject to a yield restriction under applicable provisions of the Tax Code; t he Authority shall inform the Trustee in writing which funds are subject to a yield restriction.

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(c) For the purpose of determining the amount in any fund or account established hereunder, the value of Permitted Investments credited to such fund shall be valued by the Trustee at least annually on or before July 15. The Trustee may sell or present for redemption, any Permitted Investment so purchased by the Trustee whenever it is necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investment is credited, and the Trustee shall not be liable or responsible for any loss resulting from any such Permitted Investment.

(d) For purposes of this Section 5.09, the term “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, or (iii) the investment is a United States Treasury Security -- State and Local Government Series which is acquired in accordance with applicable regulations of the United States Bureau of Public Debt.

(e) To the extent of any valuations made by the Trustee hereunder, the Trustee may utilize and rely upon computerized or generally recognized securities pricing services that may be available to it, including those available through its regular accounting system (including brokers and dealers).

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ARTICLE VI

COVENANTS OF THE AUTHORITY

SECTION 6.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal (including the principal amount of any Term Note s that is subject to mandatory sinking fund redemption, if any) of and interest and premium (if any) on all the Notes in strict conformity with the terms of the Note s and of this Indenture, according to the true intent and meaning thereof, but only out of the Revenues and other amounts pledged for such payment as provided in this Indenture.

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ECTION 6.02. Extension of Payment of Notes. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Notes or the time of payment of any claims for interest by the purchase of such Note s or by any other arrangement, and in case the maturity of any of the Note s or the time of payment of any such claims for interest shall be extended, such Notes or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) of all of the Notes then Outstanding and of all claims for interest thereon which have not been so extended.

Nothing in this Section 6.02 limits the right of the Authority to issue Notes for the purpose of refunding any Outstanding Notes, and such issuance does not constitute an extension of maturity of the Notes.

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ECTION 6.03. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture while any of the Notes are Outstanding, except the pledge and assignment created by this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, and reserves the right to issue other obligations for such purposes.

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ECTION 6.04. Power to Issue Notes and Make Pledge and Assignment . The Authority is duly authorized under law to issue the Note s and to enter into this Indenture and to pledge and assign the Revenues and other amounts purported to be pledged and assigned, respectively, under this Indenture and under the Assignment Agreement in the manner and to the extent provided in this Indenture and the Assignment Agreement. The Notes and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee shall at all times, subject to the provisions of Article VIII and to the extent permitted by law, defend, preserve and protect said pledge and assignment of Revenues and other assets and all the rights of the Note Owners under this Indenture against all claims and demands of all persons whomsoever.

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ECTION 6.05. Accounting Records. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate industry standards, in which complete and accurate entries shall be made of all transactions made by it relating to the proceeds of Note s and all funds and accounts established under this Indenture. The Trustee shall make such books of record and

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account available for inspection by the Authority and the City, during business hours, upon reasonable notice, and under reasonable circumstances.

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ECTION 6.06. Reserved.

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ECTION 6.07. Reserved.

SECTION 6.08. Enforcement of Lease . The Trustee shall promptly c ollect all amounts (to the extent any such amounts are available for collection) due from the City under the Lease. Subject to the provisions of Article VIII, the Trustee may enforce, and take all steps, actions and proceedings which are determined to be reasonably necessary for the enforcement of all of its rights thereunder as assignee of the Authority and for the enforcement of all of the obligations of the City under the Lease.

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ECTION 6.09. Waiver of Laws. The Authority shall not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force that may affect the covenants and agreements contained in this I ndenture or in the Notes, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law.

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ECTION 6.10. Further Assurances. The Authority will make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Notes of the rights and benefits provided in this Indenture.

SECTION 6.11. Refunding Covenant. The Authority hereby covenants that it will issue its Refunding Obligations which are secured by Revenues and any other legally available funds of the Authority, in an amount sufficient to provide for payment of the Notes in whole on or before the maturity thereof. If the Authority has not deposited with the Trustee, on or before April 1, 2029, an amount of funds sufficient to pay in full the principal of such series of the Notes coming due at maturity, the Authority shall immediately institute proceedings for the issuance of Refunding Obligations in an amount sufficient to provide for payment of such series of the Notes on or before the maturity thereof. The Authority shall authorize, execute and deliver any and all documents, including but not limited to any amendment to the Lease and the Site Lease, as may be required in order to (a) provide the Revenues when and as required for payment of the Refunding Obligations, and (b) issue, sell and otherwise provide adequate security for the Refunding Obligations.

The principal amount of all series of Refunding Obligations which are outstanding at any time shall not exceed the estimated value of the Leased Property, as such value is determined by the Authority and the City as of the date of issuance of the final series of Refunding Obligations.

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ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

SECTION 7.01. Events of Default. The following events constitute Events of Default hereunder:

(a) Failure to pay any installment of the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any ) of any Note s when due, whether at maturity as therein expressed, by proceedings for redemption, by acceleration, or otherwise.

(b) Failure to pay any installment of interest on the Notes when due.

(c) Failure by the Authority to observe and perform any of the other covenants, agreements or conditions on its part contained in this Indenture or in the Notes, if such failure has continued for a period of 30 days after written notice thereof, specifying suc h failure and requiring the same to be remedied, has been given to the Authority by the Trustee; provided, however, if in the reasonable opinion of the Authority the failure stated in the notice can be corrected, but not within such 30-day period, such failure shall not constitute an Event of Default if the Authority institutes corrective action within such 30- day period and thereafter diligently and in good faith cures the failure in a reasonable period of time, which period shall end 180 days after the delivery of such default notice.

(d) The commencement by the Authority of a voluntary case under Title 11 of the United States Code or any substitute or successor statute.

(e) The occurrence and continuation of an event of default under and as defined in the Lease.

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ECTION 7.02. Remedies Upon Event of Default. If any Event of Default occurs, then, and in each and every such case during the continuance of such Event of Default, the Trustee may, and at the written direction of the Owners of a majority in aggregate principal amount of the Notes at the time Outstanding shall, in each case, upon receipt of indemnification satisfactory to Trustee against the costs, expenses and liabilities to be incurred in connection with such action, upon notice in writing to the Authority, declare the principal of all of the Notes then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Note s contained to the contrary notwithstanding.

Any such declaration is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Authority deposits with the Trustee a sum sufficient to pay all the principal (including the principal amount of any Term Note s that is subject to mandatory sinking fund redemption, if any ) of and installments of interest on the Note s

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payment of which is overdue, with interest on such overdue pr incipal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) at the rate borne by the respective Notes to the extent permitted by law, and the reasonable fees, charges and expenses (including those of its legal counsel, including the allocated costs of internal attorneys) of the Trustee, and any and all other Events of Default actually known to the Trustee (other than in the payment of principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) of and interest on the Notes due and payable solely by reason of such declaration) have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate has been made therefor, then, and in every such case, the Owners of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Authority, the City and the Trustee, may, on behalf of the Owners of all of the Notes, rescind and annul such declaration and its consequences and waive such Event of Default; but no such rescission and annulment shall extend to or shall affect any subsequent Event of Default, or shall impair or exhaust any right or power consequent thereon.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment, or composition affecting the Note s or the rights of any Holder thereof, or t o authorize the Trustee to vote in respect of the claim of any Note holder in any such proceeding without the approval of the Noteholders so affected.

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ECTION 7.03. Application of Revenues and Other Funds After Default. If an Event of Default occurs and is continuing, all Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of this Indenture shall be applied by the Trustee in the following order of priority:

(a) To the payment of reasonable fees, charges and expenses of the Trustee (including reasonable fees and disbursements of its legal counsel including outside counsel and the allocated costs of internal attorneys) incurred in and about the performance of its powers and duties under this Indenture;

(b) To the payment of the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) of and interest then due on the Notes (upon presentation of the Notes to be paid, and stamping or otherwise noting thereon of the payment if only partially paid, or surrender thereof if fully paid) in accordance with the provisions of this Indenture, as follows:

First: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference;

Second: To the payment to the persons entitled thereto of the unpaid principal (including the principal amount of any Term Notes that

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is subject to mandatory sinking fund redemption, if any ) of any Notes which shall have become due, whether at maturity or by acceleration or redemption, with interest on the overdue principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any ) at the rate borne by the respective Note s (to the extent permitted by law), and, if the amount available shall not be sufficient to pay in full all the Note s, together with such interest, then to the payment thereof ratably, according to the amounts of principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) due on such date to the persons entitled thereto, without any discrimination or preference; and

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ECTION 7.04. Trustee to Represent Note Owners. The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Notes, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in-fact of the Owners of the Notes for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Owners under the provisions of the Notes, this Indenture and applicable provisions of any law. All rights of action under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Note s or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of all the Owners of such Notes, subject to the provisions of this Indenture.

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ECTION 7.05. Limitation on Note Owners’ Right to Sue. Notwithstanding any other provision hereof, no Owner of any Notes has the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture, the Lease or any other applicable law with respect to such Note s, unless (a) such Owner has given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of the Notes then Outstanding have requested the Trustee in writing to exercise the powers hereinbefore granted or to insti tute such suit, action or proceeding in its own name; (c) such Owner or Owners have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee has failed to comply with such request for a period of 60 days after such written request has been received by, and said tender of indemnity has been made to, the Trustee; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Owners of a majority in aggregate principal amount of the Notes then Outstanding.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Notes of any remedy hereunder or under law; it being understood and intended that no one or more Owners of Notes shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture or the rights of any other Owners of Note s, or to enforce any right under the Notes, this Indenture, the Lease or other applicable law with respect to the Notes, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and

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maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Notes, subject to the provisions of this Indenture.

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ECTION 7.06. Absolute Obligation of Authority . Nothing herein or in the Note s contained affects or impairs the obligation of the Authority, which is absolute and unconditional, to pay the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any ) of and interest and premium (if any) on the Note s to the respective Owners of the Note s at their respective dates of maturity, or upon acceleration or call for redemption, as herein provided, but only out of the Revenues and other assets herein pledged therefor, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Notes.

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ECTION 7.07. Termination of Proceedings. In case any proceedings taken by the Trustee or by any one or more Note Owners on account of any Event of Default have been discontinued or abandoned for any reason or have been determined adversely to the Trustee or the Note Owners, then in every such case the Authority, the Trustee and the Note Owners, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee and the Note Owners shall continue as though no such proceedings had been taken.

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ECTION 7.08. Remedies Not Exclusive . No remedy herein conferred upon or reserved to the Trustee, to the Owners of the Notes is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

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ECTION 7.09. No Waiver of Default. No delay or omission of the Trustee or any Owner of the Note s to exercise any right or power arising upon the occurrence of any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or Event of Default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or to the Owners of the Note s may be exercised from time to time and as often as may be deemed expedient by the Trustee or the Note Owners.

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ECTION 7.10. Notice to Note Owners of Default . Immediately upon becoming aware of the occurrence of an Event of Default, but in no event later than five Business Days following becoming aware of such occurrence, the Trustee shall promptly give written notice thereof by first class mail, postage prepaid, to the Owner of each Outstanding Note, unless such Event of Default has been cured before the giving of such notice; provided, however that except in the case of an Event of Default described in Sections 7.01(a) or 7.01(b), the Trustee may elect not to give such notice to the Note Owners if and so long as the Trustee in good faith determines that it is in the best interests of the Note Owners not to give such notice.

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ARTICLE VIII

THE TRUSTEE

SECTION 8.01. Appointment of Trustee . The Bank of New York Mellon Trust Company, N.A. is hereby appointed Trustee by the Authority for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. The Authority will maintain a Trustee which is qualified under the provisions of the foregoing provisions of this Article VIII, so long as any Notes are Outstanding.

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ECTION 8.02. Acceptance of Trusts; Removal and Resignation of Trustee. The Trustee hereby accepts the express trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:

(a) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied duties or covenants shall be read into this Indenture against the Trustee. If an Event of Default has occurred (which has not been cured), the Trustee shall exercise such of the rights and powers vested in it by hereunder, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) The Authority may remove the Trustee upon 30 days’ prior notice, unless an Event of Default has occurred and is then continuing, and shall remove the Trustee (a) if at any time requested to do so by the Owners of a majority in aggregate principal amount of the Notes then Outstanding (or their attorneys duly authorized in writing) or (b) if at any time the Trustee ceases to be eligible in accordance with Section

8.02, or becomes incapable of acting, or is adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property is appointed, or any public officer takes control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. The Trustee shall be paid in full for any fees and expenses owing to it prior to, or contemporaneous with, signing any instrument or agreement to effect the transfer to a successor Trustee.

(c) The Trustee may at any time resign by giving written notice of such resignation to the Authority and the City, and by giving the Note Owners notice of such resignation by mail at the addresses shown on the Registration Books.

(d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. In the event of the removal or resignation of the Trustee under subsections (b) or (c),

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respectively, the Authority shall promptly appoint a successor Trustee.

If no successor Trustee has been appointed and accepted appointment within 45 days of giving notice of removal or notice of resignation as aforesaid, the retiring Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, must signify its acceptance of such appointment by executing and delivering to the Authority, to its predecessor Trustee a written acceptance thereof, and af ter payment by the Authority of all unpaid fees and expenses of the predecessor Trustee, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to the Leased Property held by such predecessor Trustee under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, power s, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Notes and to the Note Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority.

(e) Any Trustee appointed under this Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise corporate trust powers, shall have (or, in the case of a corporation or association that is a member of a bank holding company system, the related bank holding company has) a combined capital and surplus of at least $50,000,000, and shall be subject to supervision or examination by a federal or state agency, so long as any Note s are Outstanding. If

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such corporation or association publishes a report of condition at least annually under law or to the requirements of any supervising or examining agency above referred to, then for the purpose of this subsection (e), the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If the Trustee at any time ceases to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section.

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ECTION 8.03. Merger or Consolidation. Any bank, national banking association, federal savings association, or trust company into which the Trustee may be merged or converted or with which it may be consolidated or any bank, national banking association, federal savings association, or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national banking association, federal savings association, or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, national banking association, federal savings association, or trust company shall be eligible under subsection (e) of Section 8.02 shall be the successor to such Trustee, without the execution or filing of any paper or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

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ECTION 8.04. Liability of Trustee.

(a) The recitals of facts herein and in the Note s contained shall be taken as statements of the Authority, and the Trustee shall not assume responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of this Indenture, the Notes or the Lease (including any right to receive moneys thereunder or the value of or title to the premises upon which the Leased Property is located), nor shall the Trustee incur any responsibility in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations of Trustee herein or in t he Notes assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Note s. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee may become the Owner of Note s with the same rights it would have if it were not Trustee, and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Note Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Notes then Outstanding.

(b) The Trustee is not liable for any error of judgment made by a responsible officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(c) The Trustee is not liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Owners of a majority in aggregate principal amount of the Notes at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture or assigned to it under the Assignment Agreement. The Trustee may consult with counsel with respect to le gal

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questions and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel.

(d) The Trustee is not liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder, or any other event which, with the passage of time, the giving of notice, or both, would constitute an Event of Default hereunder unless and until it shall have actual knowledge thereof, or a corporate trust officer shall have received written notice thereof at its Office from the City, the Authority or the Owners of at least 25% in aggregate principal amount of the Outstanding Notes. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by the Authority or the City of any of the terms, conditions, covenants or agreements herein, under the Lease or the Notes or of any of the documents executed in connection with the Notes, or as to the existence of a default or an Event of Default or an event which would, with the giving of notice, the passage of time, or both, constitute an Event of Default. The Trustee is not responsible for the validity, effectiveness or priority of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee shall not be required to ascertain or inquire as to the performance or observance by the City or the Authority of the terms, conditions, covenants or agreements set forth in the Lease, other than the covenants of the City to make Lease Payments to the Trustee when due and to file with the Trustee when due, such reports and certifications as the City is required to file with the Trustee thereunder.

(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

(g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, receivers, custodians, attorneys or nominees appointed with due care, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, receiver, custodian, attorney or nominee appointed with due care by it hereunder.

(h) The Trustee has no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Note Owners under this Indenture, unless such Owners have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities (including but not limited to fees and expenses of its attorneys), including, without limitations, any liability arising under federal, state or local environmental laws which might be incurred by it in compliance with such request or direction. No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy.

(i) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to the provisions of Section 8.02(a), this Section 8.04 and Section 8.05, and shall be applicable to the assignment of any rights under the Lease to the Trustee under the Assignment Agreement.

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(j) The Trustee is not accountable to anyone for the subsequent use or application of any moneys (including the proceeds of the Notes) which are released or withdrawn in accordance with the provisions hereof.

(k) The Trustee makes no representation or warranty, expressed or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Authority or the City of the Leased Property. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Lease or this Indenture for the existence, furnishing or use of the Leased Property.

(l) The Trustee has no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Notes.

(m) The Trustee is authorized and directed to execute the Assignment Agreement in its capacity as Trustee hereunder.

(n) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means ( "Electronic Means" shall mean the following communications methods: e- mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority and/or City shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority and/or the City whenever a person is to be added or deleted from the listing. If the Authority and/or City elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s reasonable understanding of such Instructions shall be deemed controlling. The Authority and City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority and City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority, City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and/or City . The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority and City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and City; (iii) that the security procedures (if any) to be followed in connection with its transmission of

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Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

(o) In acting or omitting to act pursuant to the Assignment Agreement, the Lease or the Site Lease, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Indenture, including, but not limited to, this Article VIII. Notwithstanding the effective date of this Indenture or anything to the contrary in this Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture which occurs prior to the date the Trustee formally executes this Indenture and commences acting as Trustee hereunder.

(p) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include, but not be limited to, acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

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ECTION 8.05. Right to Rely on Documents . The Trustee may conclusively rely and shall be protected and shall incur no liability in acting or refraining from acting in reliance upon any notice, resolution, request, consent, order, certificate, report, opinion, bonds, requisition, or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Trustee is under no duty to make any investigation or inquiry as to any statements contained or matter referred to in any paper or document but may accept and conclusively rely upon the same as conclusive evidence of the truth and accuracy of any such statement or matter and shall be fully protected in relying thereon. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Trustee may treat the Owners of the Notes appearing in the Registration Books as the absolute owners of the Note s for all purposes and the Trustee shall not be affected by any notice to the contrary.

Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee deems it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate, Written Request or Written Requisition of the Authority or the City, and such Written Certificate, Written Request or Written Requisition shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture in reliance upon such Written Certificate, Written Request or Written Requisition, and the Trustee shall be fully protected in relying thereon, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. The Trustee shall be under no duty or obligation to analyze or verify any documentation supporting any Written Certificate, Written Request or Written Requisition, but shall hold and provide to Owners upon request such documentation supporting the payments or reimbursements, solely as a repository for the benefit of Owners.

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SECTION 8.06. Preservation and Inspection of Documents . All documents received by the Trustee under the provisions of this Indenture shall be retained in its respective possession and in accordance with its retention policy then in effect and shall, upon reasonable notice to Trustee, be subject to the inspection of the Authority, the City and any Note Owner, and their agents and representatives duly authorized in writing, during business hours and under reasonable conditions as agreed to by the Trustee.

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ECTION 8.07. Compensation and Indemnification. The Authority shall pay to the Trustee from time to time, on demand, the compensation for all services rendered under this Indenture and also all reasonable expenses, advances (including any interest on advances), charges, legal (including outside counsel and the allocated costs of internal attorneys) and consulting fees and other disbursements, incurred in and about the performance of its powers and duties under this Indenture. Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Note, upon the Revenues for the foregoing fees, charges and expenses incurred by it.

The Authority shall indemnify the Trustee, its officers, directors, employees and agents against any cost, fine, penalty, loss, liability, suit, claim, damages, judgment or expense whatsoever (including but not limited to fees and expenses of its attorneys) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust and this Indenture, the Assignment Agreement, the Site Lease and the Lease, including costs and expenses of defending itself against any claim (whether asserted by the Authority or any holder or any other person) or liability in connection with the exercise or performance of any of its powers hereunder or under the Assignment Agreement or the Lease. As security for the performance of the obligations of the Authority under this Section 8.07 and the obligation of the Authority to make Additional Rental Payments to the Trustee, the Trustee shall have a lien prior to the lien of the Note s upon all property and funds held or collected by the Trustee as such. The rights of the Trustee and the obligations of the Authority under this Section 8.07 shall survive the resignation or removal of the Trustee or the discharge of the Notes and this Indenture and the Lease. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

If, in connection with the Notes, the Trustee renders any service hereunder not provided for in this Indenture or related financing documents, or the Trustee is made a party to o r intervenes in any litigation pertaining to this Indenture or related financing documents or institutes interpleader proceedings relative hereto, the Trustee shall be compensated reasonably by the Authority for such extraordinary services and reimbursed for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees and expenses occasioned thereby.

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ARTICLE IX

MODIFICATION OR AMENDMENT HEREOF

SECTION 9.01. Amendments Permitted.

(a) Amendments With Note Owner Consent. This Indenture and the rights and obligations of the Authority and of the Owners of the Note s and of the Trustee may be modified or amended from time to time and at any time by Supplemental Indenture, which the Authority and the Trustee may enter into when the written consents of the Owners of a majority in aggregate principal amount of all Note s then Outstanding are filed with the Trustee. No such modification or amendment may (i) extend the fixed maturity of any Notes, or reduce the amount of principal thereof or extend the time of payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Owner of each Note so affected, or (ii) reduce the aforesaid percentage of Notes the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture except as permitted herein, or deprive the Owners of the Note s of the lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Note s then Outstanding. It is not necessary for the consent of the Note Owners to approve the particular form of any Supplemental Indenture, but it is sufficient if such consent approves the substance thereof.

(b) Amendments Without Owner Consent . This Indenture and the ri ghts and
obligations of the Authority, of the Trustee and the Owners of the Notes may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority and the Trustee may enter into without the consent of any Note Owners, if the Trustee has been furnished an opinion of counsel that the provisions of such Supplemental Indenture shall not materially adversely affect the interests of the Owners of the Notes, including, without limitation, for any one or more of the following purposes:

(i) to add to the covenants and agreements of the Authority in this Indenture contained, other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Not es (or
any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;

(ii) to cure any ambiguity, inconsistency or omission, or to cure or correct any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority deems necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Note Owners, in the opinion of Bond Counsel filed with the Trustee; or

(iii) t o modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939,

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as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute..

(c) Limitation. The Trustee is not obligated to enter into any Supplemental Indenture authorized by subsections (a) or (b) of this Section 9.01 which materially adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

(d) Bond Counsel Opi nion Requirement. Prior to the Trustee entering into any Supplemental Indenture hereunder, the Authority shall deliver to the Trustee an opinion of Bond Counsel stating, in substance, that such Supplemental Indenture has been adopted in compliance with the requirements of this Indenture and the Trustee shall be fully protected in relying upon such opinion of Bond Counsel.

(e) Notice of Amendments. The Authority shall deli
ver or cause to be delivered
a draft of any Supplemental Indenture to each rating agency which then maintains a rating on the Notes, at least 10 days prior to the effective date of such Supplemental Indenture under this Section 9.01.

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ECTION 9.02. Effect of Supplemental Indenture. Upon the execution of any Supplemental Indenture under this Article IX, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee and all Owners of Note s Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

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ECTION 9.03. Endorsement of Notes; Preparation of New Notes. Notes delivered after the execution of any Supplemental Indenture under this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand on the Owner of any Note s Outstanding at the time of such execution and presentation of his Note s for the purpose at the Office of th e Trustee or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation shall be made on such Notes. If the Supplemental Indenture shall so provide, new Notes so modified as to conform, in the opinion of the Authority, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand on the Owners of any Note s then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Note Owner, for Notes then Outstanding, upon surrender for cancellation of such Notes, in equal aggregate principal amount of the same maturity.

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ECTION 9.04. Amendment of Particular Notes. The provisions of this Article IX do not prevent any Note Owner from accepting any amendment as to the particular Notes held by such Owner.

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ARTICLE X

DEFEASANCE

SECTION 10.01. Discharge of Indenture. Any or all of the Outstanding Notes may be paid by the Authority in any of the following ways, provided that the Authority also pays or causes to be paid any other sums payable hereunder by the Authority:

(a) by paying or causing to be paid the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any ) of and interest and premium (if any) on such Notes, as and when the same become due and payable;

(b) by depositing with the Trustee, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 10.03) to pay or redeem such Notes; or

(c) by delivering all of such Notes to the Trustee for cancellation.

If the Authority also pays or causes to be paid all other sums payable hereunder by the Authority, then and in that case, at the election of the Authority (evidenced by a Written Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge all such indebtedness and this Indenture), and notwithstanding that any of such Note s shall not have been surrendered for payment, this Indenture and the pledge of Revenues and other assets made under this Indenture with respect to such Notes and all covenants, agreements and other obligations of the Authority under this Indenture with respect to such Note s shall cease, terminate, become void and be completely discharged and satisfied, subject to Section 10.02, and except for Section 8.07 hereof, which shall survive. In such event, upon the Written Request of the Authority, the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign or deliver to the City all moneys or securities or other property held by it under this Indenture which are not required for the payment or redemption of any of such Note s not theretofore surrendered for such payment or redemption. The Trustee is entitled to conclusively rely on any such Written Certificate or Written Request and, in each case, is fully protected in relying thereon.

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ECTION 10.02. Discharge of Liability on Notes. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 10.03) to pay or redeem any Outstanding Notes (whether upon or prior to the maturity or the redemption date of such Notes), provided that, if such Notes are to be redeemed prior to maturity, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice, then all liability of the Authority in respect of such Notes shall cease, terminate and be completely discharged, and the Owners thereof shall thereafter be entitled only to payment out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 10.04.

The Authority may at any time surrender to the Trustee, for cancellation by the Trustee, any Notes previously issued and delivered, which the Authority may have

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acquired in any manner whatsoever, and such Note s, upon such surrender and cancellation, shall be deemed to be paid and retired.

SECTION 10.03. Deposit of Money or Securities with Trustee. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Note s, the money or securities so to be deposited or held may include money or securities held by the Trustee in the funds and accounts established under this Indenture and shall be:

(a) lawful money of the United States of America in an amount equal to the principal amount of such Notes and all unpaid interest thereon to maturity, except that, in the case of Notes which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount of such Notes, premium, if any, and all unpaid interest thereon to the redemption date; or

(b) non-callable Federal Securities, the principal of and interest on which when due will, in the written opinion of an Independent Accountant filed with the City, the Authority and the Trustee, provide money sufficient to pay the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) of and interest and premium (if any) on the Notes to be paid or redeemed, as such principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any), interest and premium become due, provided that in the case of Notes which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee has been made for the giving of such notice;

provided, in each case, that (i) the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Written Request of the Authority) to apply such money to the payment of such principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any), interest and premium (if any) with respect to such Notes, and (ii) the Authority shall have delivered to the Trustee an opinion of Bond Counsel to the effect that such Notes have been discharged in accordance with this Indenture (which opinion may rely upon and assume the accuracy of the Independent Accountant’s opinion referred to above). The Trustee shall be entitled to conclusively rely on such Written Request or opinion and shall be fully protected, in each case, in relying thereon.

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ECTION 10.04. Unclaimed Funds . Notwithstanding any provisions of this Indenture, any moneys held by the Trustee in trust for the payment of the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) of, or interest on, any Notes and remaining unclaimed for 2 years after the principal (including the principal amount of any Term Note s that is subject to mandatory sinking fund redemption, if any ) of all of the Note s has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in

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this Indenture), if such moneys were so held at such date, or 2 years after the date of deposit of such moneys if deposited after said date when all of the Notes became due and payable, shall be repaid (without liability for interest) to the Authority free from the trus ts created by this Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee shall (at the cost of the Authority) fi rst mail to the Owners of Note s which have not yet been paid, at the addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Notes so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof.

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Liability of Authority Limited to Revenues . Notwithstanding anything in this Indenture or in the Note s contained, the Authority is not required to advance any moneys derived from any source other than the Revenues, the Additional Rental Payments and other assets pledged under this Indenture for any of the purposes in this Indenture mentioned, whether for the payment of the principal (including the principal amount of any Term Notes that is subject to mandatory sinking fund redemption, if any) of or interest on the Notes or for any other purpose of this Indenture. Nevertheless, the Authority may, but is not required to, advance for any of the purposes hereof any funds of the Authority which may be made available to it for such purposes.

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ECTION 11.02. Limitation of Rights to Parties and Note Owners. Nothing in this Indenture or in the Notes expressed or implied is intended or shall be construed to give to any person other than the Authority, the Trustee, the City and the Owners of the Note s, any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee, the City and the Owners of the Notes.

SECTION 11.03. Funds and Accounts . Any fund or account required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with corporate industry standards to the extent practicable, and with due regard for the requirements of Section 6.05 and for the protection of the security of the Notes and the rights of every Owner thereof. The Trustee may establish such funds and accounts as it deems necessary or appropriate to perform its obligations under this Indenture.

S
ECTION 11.04. Waiver of Notice; Requirement of Mailed Notice. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Whenever in this Indenture any notice

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is required to be given by mail, such requirement may be satisfied by the deposit of such notice in the United States mail, postage prepaid, by first class mail.

S
ECTION 11.05. Destruction of Note s. Whenever in this Indenture provision is made for the cancellation by the Trustee, and the delivery to the Authority, of any Notes, the Trustee shall destroy such Note s as may be allowed by law and, upon the written request of the Authority , the Trustee shall deliver a certificate of such destruction to the Authority.

SECTION 11.06. Severability of Invalid Provisions . If any one or more of the provisions contained in this Indenture or in the Note s shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority hereby declares that it would have entered into this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Note s pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable.

S
ECTION 11.07. Notices. All notices or communic ations to be given under this Indenture shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective either (a) upon transmission by Electronic Means, confirmed by telephone, (b) 48 hours after deposit in the United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Authority, the City or the Trustee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the City City of Berkeley
or the Authority: 2180 Milvia St.

Berkeley, CA 94704
Attention: Director of Finance
Fax: (510) 981-6901

If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 333 S. Hope Street, Suite 2525
Los Angeles, CA 90071
Attention: Corporate Trust Department

S
ECTION 11.08. Evidence of Rights of Note Owners. Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Note Owners may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Note Owners in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Notes transferable by delivery, shall be sufficient for any purpose of this Indenture and

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shall be conclusive in favor of the Trustee and the Authority if made in the manner provided in this Section 11.08.

The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer.

The ownership of Notes shall be proved by the Registration Books.

Any request, consent, or other instrument or writing of the Owner of any Note shall bind every future Owner of the same Note and the Owner of every Note issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or reliance thereon.

S
ECTION 11.09. Disqualified Notes. In determining whether the Owners of the requisite aggregate principal amount of Notes have concurred in any demand, request, direction, consent or waiver under this Indenture, Notes which are actually known by the Trustee to be owned or held by or for the account of the Authority or the City, or by any other obligor on the Notes, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City or any other obligor on the Notes, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination unless all Notes are so owned or held, in which case such Notes shall be considered Outstanding for the purpose of such determination.. Notes so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City or any other obligor on the Note s. In case of a dispute as to such right, the Trustee shall be entitled to rely upon the advice of counsel in any decision by Trustee and shall be fully protected in relying thereon.

Upon request, the Authority shall certify to the Trustee those Notes disqualified under this Section 11.09, and the Trustee may conclusively rely on such certifications.

S
ECTION 11.10. Money Held for Particular Notes. The money held by the Trustee for the payment of the interest, premium, if any, or principal (including the principal amount of any Term Note s that is subject to mandatory sinking fund redemption, if any ) due on any date with respect to particular Note s (or portions of Note s in the case of Note s redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Note s entitled thereto, subject, however, to the provisions of Section 10.04 but without any liability for interest thereon.

SECTION 11.11. Waiver of Personal Liability . No member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal (including the principal amount of any Term Note s that is subject to mandatory sinking fund redemption, if any) of or interest or premium (if any) on the Notes or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing

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herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by this Indenture.

S
ECTION 11.12. Successor Is Deemed Included in All References to Predecessor.

Whenever in this Indenture either the Authority, the City or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Authority, the City or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

S
ECTION 11.13. Execution in Several Counterparts . This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

SECTION 11.14. Payment on Non- Business Day. In the event any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and with the same effect as if made on such preceding non-Business Day.

S
ECTION 11.15. Governing Law . This Indenture shall be governed by and construed in accordance with the laws of the State of California.

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IN WITNESS WHEREOF, the BERKELEY JOINT POWERS FINANCING AUTHORITY has caused this Indenture to be signed in its name by its President and attested to by its Secretary, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in tok en of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

BERKELEY JOINT POWERS FINANCING

AUTHORITY

By
President
Attest:

Secretary

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee

By
Authorized Officer

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APPENDIX A

DEFINITIONS

“Additional Rental Payments” means the amounts of additional rental which are payable by the City under Section 4.5 of the Lease or which are otherwise identified as Additional Rental Payments under the Lease.

“Assignment Agreement” means the Assignment Agreement dated as of June 1, 2025, between the Authority as assignor and the Trustee as assignee, as originally executed or as thereafter amended.

“Authority” means the Berkeley Joint Powers Financing Authority, a joint exercise of powers authority duly organized and existing under the laws of the State of California.

“Authorized Representative” means
: (a) with respect to the Authority, its Chief
Administrative Officer, Treasurer/Auditor or any other person designated as an Authorized Representative of the Authority by a Written Certificate of the Authority signed by its Chief Administrative Officer and filed with the City and the Trustee; and (b) with respect to the City, its City Manager, Deputy City Manager, Director of Finance or any other person designated as an Authorized Representative of the City by a Written Certificate of the City signed by its City Manager and filed with the Authority and the Trustee.

“Bond Counsel” means (a) Jones Hall, A Professional Law Corporation, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Authority of nationally- recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Tax Code.

“Bond Law” means Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code.

“Business Day” means a day (i) other than a Saturday or a Sunday or (ii) any other day on which commercial banks located in the City in which the Office of the Trustee is located are authorized or required by law to close, or (iii) a day on which the New York Stock Exchange or the payment system of the Federal Reserve System is not operational.

“City” means the City of B er
keley, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California.

“Closing Date” means the date of delivery of the Notes to the Original Purchaser.

“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City relating to the authorization, issuance, sale and delivery of the Notes, including but not limited to: printing expenses; rating agency fees; filing and recording fees; initial fees, expenses and charges of the Trustee and their respective counsel, including the Trustee’s first annual administrative fee; fees, charges and disbursements of attorneys, municipal advisors, accounting firms, consultants and other professionals; fees and charges for preparation, execution and safekeeping of the Notes; and any other cost, charge or fee in connection with the original issuance of the Notes.

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“Costs of Issuance Fund” means the fund by that name established and held by the Trustee under Section 3.03.

“Debt Service Fund” means the fund by that name established and held by the Trustee under Section 5.01.

“Depository” means (a) initially, DTC, and (b) any other Securities Depositories acting as Depository under Section 2.04.

“Depository System Participant” means any participant in the Depository’s book- entry system.

“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.

“Event of Default” means any of the events specified in Section 7.01.

“Excess Investment Earnings” means an amount required to be rebated to the United States of America under Section 148(f) of the Tax Code due to investment of gross proceeds of the Notes at a yield in excess of the yield on the Notes.

"Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Authority and related parties do not own more than a 10% beneficial interest therein if the return paid by the fund is without regard to the source of the investment. To the extent required by the applicable regulations under the Tax Code, the term “investment” will include a hedge.

“Federal Securities” means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), for which the full faith and credit of the United States of America are pledged; (b) obligations of any agency, department or instrumentality of the United States of America, the timely payment of principal and interest on which are directly or indirectly secured or guaranteed by the full faith and credit of the United States of America.

“Fiscal Year” means any twelve- mont
h period extending from July 1 in one
calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period selected and designated by the Authority as its official fiscal year period.

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“Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture under the provisions hereof.

“Independent Accountant” means any certified public accountant or firm of certified public accountants appointed and paid by the Authority or the City, and who, or each of whom (a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantial interest, direct or indirect, in the Authority or the City; and (c) is not connected with the Authority or the City as an officer or employee of the Authority or the City but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City.

“Insurance and Condemnation Fund” means the fund by that name established and held by the Trustee under Section 5.07.

“Interest Account” means the account by that name established and held by the Trustee in the Debt Service Fund under Section 5.02.

“Interest Payment Date” means each April 1 and October 1, commencing October 1, 2025, so long as any Notes remain unpaid.

“Lease” means the Lease Agreement dated as of June 1, 2025, between the Authority as lessor and the City as lessee of the Leased Property, as originally executed and as it may from time to time be supplemented, modified or amended in accordance with the terms thereof and of this Indenture.

“Lease Payment Date” means, with respect to any Interest Payment Date, the Business Day immediately preceding such Interest Payment Date.

“Lease Payments” means the amounts payable by the City under Section 4.3(a) of the Lease, including any prepayment thereof and including any amounts payable upon a delinquency in the payment thereof.

“Leased Property” means the real property described in Appendix A to the Lease, together with all improvements and facilities at any time situated thereon.

“Net Proceeds” means amounts derived from any policy of casualty insurance or title insurance with respect to the Leased Property, or the proceeds of any taking of the Leased Property or any portion thereof in eminent domain proceedings (including sale under threat of such proceedings), to the extent remaining after payment therefrom of all expenses incurred in the collection and administration thereof.

“Nominee” means (a) initially, Cede & Co. as nominee of DTC, and (b) any other nominee of the Depository designated under Section 2.04(a).

“Notes” means the $______________ aggregate principal amount of Berkeley Joint Powers Financing Authority 2025 Lease Revenue Notes (Fire Administration and Training Project) (Federally Taxable) authorized by and at any time Outstanding under this Indenture.

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“Office” means the corporate trust office of the Trustee in San Francisco, California, or such other or additional offices as the Trustee may designate in writing to the Authority from time to time as the corporate trust office for purposes of the Indenture; except that with respect to presentation of Notes for payment or for registration of transfer and exchange such term means the office or agency of the Trustee at which, at any particular time, its corporate trust agency business is conducted.

“Original Purchaser” means _____________, as original purchaser of the Notes upon their delivery by the Trustee on the Closing Date,.

“Outstanding”, when used as of any particular time with reference to Notes, means all Note s theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except: (a) Notes theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Notes with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.02, including Notes (or portions thereof) described in Section 11.09; and (c) Notes for the transfer or exchange of or in lieu of or in substitution for which other Notes shall have been authenticated and delivered by the Trustee under this Indenture.

“Owner”, whenever used herein with respect to a No te, means the person in whose name the ownership of such Note is registered on the Registration Books.

“Permitted Encumbrances” means, as of any time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may permit to remain unpaid under Article V of the Lease; (b) the Site Lease, the Lease and the Assignment Agreement; (c) any right or claim of any mechanic, laborer, material man, supplier or vendor not filed or perfected in the manner prescribed by law; (d) the exceptions disclosed in the title insurance policy with respect to the Leased Property issued as of the Closing Date by Stewart Title Guaranty Company; and (e) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record and which the City certifies in writing will not materially impair the use of the Leased Property for its intended purposes.

“Permitted Investments” means any of the following, but only to the extent that the
same are acquired at Fair Market Value:

(a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), for which the full faith and credit of the United States of America are pledged.

(b) obligations of any agency, department or instrumentality of the United States of America, the timely payment of principal and interest on which are directly or indirectly secured or guaranteed by the full faith and credit of the United States of America.

(c) Any direct or indirect obligations of an agency or department of the United States of America whose obligations represent the full faith and credit of the United States of America, or which are rated A or better by S&P.

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(d) Demand deposits, Interest-bearing deposit accounts (including certificates of deposit placed by a third party pursuant to a separate agreement between the Authority and the Trus tee), time deposits, bank deposit products, trust funds, trust accounts, interest bearing deposits, overnight bank deposits, other deposit products, or interest bearing money market accounts in federal or State chartered savings and loan associations or in federal or State of California banks , banker’s acceptances with a maximum term of one year of depository institutions (including the Trustee or any of its affiliates), provided that: (i) the unsecured obligations of such commercial bank or savings and loan association are rated A or better by S&P; or (ii) such deposits are fully insured by the Federal Deposit Insurance Corporation or secured at all times by collateral described in (a) or (b) above.

(e) Commercial paper rated “A-1
+” or better by S&P.

(f) Federal funds or bankers acceptances with a maximum term of one year of any bank which an unsecured, uninsured and unguaranteed obligation rating of “A-1+” or better by S&P.

(g) Money market mutual funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating in the highest investment category granted thereby from S&P, which funds may include funds for which the Trustee, its affiliates, parent or subsidiaries provide investment advisory, custodial, transfer agency or other management services, and for which they receive and retain a fee for such services. Money market funds permitted under this paragraph shall not include funds with a floating net asset value.

(h) Obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by S&P, or (b) fully secured as to the payment of principal and interest by Permitted Investments described in clauses (a) or (b).

(i) Obligations issued by any corporation organized and operating within the United States of America having assets in excess of $500,000,000, which obligations are rated A or better by S&P.

(j) Notes or notes issued by any state or municipality which are rated A or better by S&P.

(k) Any investment agreement with, or guaranteed by, a financial institution the long -term unsecured obligations or the claims paying ability of which are rated A or better by S&P at the time of init ial investment, by the terms of which all amounts invested thereunder are required to be withdrawn and paid to the Trustee in the event either of such ratings at any time falls below A.

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(l) The Local Agency Investment Fund of the State of California, created pursuant to Section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in its name.

“Principal Account” means the account by that name established and held by the Trustee in the Debt Service Fund under Section 5.02.

“Project” means the public capital improvements described in Appendix D a ttached to the Lease.

“Project Costs” means, with respect to the Project, all costs of the construction and installation thereof which are paid from moneys on deposit in the Project Fund, including but not limited to:

(a) all costs required to be paid to any person under the terms of any agreement for or relating to the acquisition, construction and installation of the Improvements;

(b) obligations incurred for
labor and materials in connection with the
acquisition, construction and installation of the Project;

(c) the cost of performance or other bonds and any and all types of insurance that may be necessary or appropriate to have in effect in connection with the acquisition, construction and installation of the Project;

(d) all costs of engineering and architectural services, including the actual out- of-pocket costs for test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, development fees, sales commissions, and for supervising construction, as well as for the performance of all other duties required by or consequent to the proper acquisition, construction and installation of the Project;

(e) any sums required to reimburse the City for advances made for any of the above items or for any other costs incurred and for work done which are properly chargeable to the acquisition, construction and installation of the Project;

(f) all Costs of Issuance of the Note s and other financing costs incurred in connection with the acquisition, construction and installation of the Project; and

(g) the interest components of the Lease Payments allocable to the Project or any component thereof, which come due during the period of acquisition, construction and installation of the improvements or such component.

“Project Fund” means the fund by that name established and held by the Trustee under Section 3.04.

“Record Date”
means, with respect to any Interest Payment Date, the 15th calendar day of the month preceding such Interest Payment Date, whether or not such day is a Business Day.

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“Redemption Fund” means the fund by that name established and held by the Trustee under Section 5.06.

“Refunding Documents” means the indenture of trust, trust agreement or other document entered into by the Authority, authorizing the issuance of any Refunding Obligations.

“Refunding Obligations” means the bonds, notes or other obligations issued by the Authority for the purpose of refunding the Notes on or before the maturity thereof.

“Registration Books” means the records maintained by the Trustee under Section

2.05 for the registration and transfer of ownership of the Notes.

“Revenues” means: (a) all amounts received by the Authority or the Trustee under or with respect to the Lease, including, without limiting the generality of the foregoing, all of the Lease Payments (including both timely and delinquent payments, any late charges, and whether paid from any source), but excluding any Additional Rental Payments; and (b) all interest, profits or other income derived from the investment of amounts in any fund or account established under this Indenture.

“Securities Depositories” means DTC; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the Authority designates in written notice filed with the Trustee.

“Site Lease” means the Site Lease dated as of June 1, 2025, be tween the City as lessor and the Authority as lessee, as amended from time to time in accordance with its terms.

“Site Lease Payment” means the amount of $[______________ ] which is payable
by the Authority to the City on the Closing Date for the Notes under Section 3 of the Site Lease.

“S&P” m
eans S&P Gl obal Ratings, a business unit of Standard & Poor’s Financial Services LLC business, its successors and assigns.

“Supplemental Indenture” means any indenture hereafter duly authorized and entered into between the Authority and the Trustee, supplementing, modifying or amending this Indenture; but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.

“Term” means, with reference to the Lease, the time during which the Lease is in effect, as provided in Section 4.2 thereof.

“Term Notes” means with respect to the Not
es, if any.

“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of United States of America, or its successor or successors, as Trustee hereunder as provided in Article VIII.

“Written Certificate,” “Wr
itten Request” and “Written Requisition” of the Authority or the City mean, respectively, a written certificate, request or requisition signed in the

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name of the Authority or the City by its Authorized Representative. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

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APPENDIX B

NOTE FORM

NO. R- ***$ ***

UNITED STATES OF AMERICA
STA

TE OF CALIFORNIA

BERKELEY JOINT POWERS FINANCING AUTHORITY

2025 LEASE REVENUE NOTES
(FIRE ADMINISTRATION AND TRAINING PROJECT)
(FEDERALLY TAXABLE)

INTEREST RATE: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP:
______% October 1, ____ June __. 2025 _______

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: *** ***

The BERKELEY
JOINT POWERS FINANCING AUTHORITY, a public body
corporate and politic duly organized and existing under the laws of the State of California (the “Authority”), for value received, hereby promises to pay to the Registered Owner specified above or registered assigns (the “Registered Owner”), on the Maturity Date specified above (subject to any right of prior redemption hereinafter provided for), the Principal Amount specified above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Note unless (i) this Note is authenticated on or before an Interest Payment Date and after the close of business on the 15
th day of the month preceding such interest payment date, in which event it shall bear interest from such Interest Payment Date, or (ii) this Note is authenticated on or before September 15, 2025, in which event it shall bear interest from the Original Issue Date specified above; provided, however, that if at the time of authentication of this Note, interest is in default on this Note , this Note shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Note, at the Interest Rate per annum specified above, payable semiannually on April 1 and October 1 in each year, commencing October 1, 2025 (the “Interest Payment Dates”), calculated on the basis of a 360-day year composed of twelve 30-day months.

Principal hereof and premium, if any, upon early redemption hereof are payable upon presentation and surrender hereof at the designated corporate trust office of The Bank of New York Mellon Trust Company, N.A. (the “Trust Office”), as trustee (the

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“Trustee”). Interest hereon is payable by check of the Trustee mailed to the Registered Owner hereof at the Registered Owner’s address as it appears on the registration books of the Trustee as of the close of business on the fifteenth day of the month preceding each Interest Payment Date (a “Record Date”), or, upon written request filed with the Trustee as of such Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of Note s, by wire transfer in immediately available funds to an account in the United States designated by such registered owner in such written request.

This Note is not a debt of the City of Berkeley (the “City”), the County of Alameda, the State of California, or any of its political subdivisions, and neither the City, said County, said State, nor any of its political subdivisions, is liable hereon nor in any event shall this Note be payable out of any funds or properties of the Authority other than the Revenues.

This Note is one of a duly authorized issue of notes of the Authority designated as the “Berkeley Joint Powers Financing Authority 2025 Lease Revenue Notes (2025 Fire Administration and Training Project ) (Federally Taxable)” (the “Notes”), in an aggregate principal amount of $______________, all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption provisions) and all issued under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code, and under an Indenture of Trust dated as of June 1, 2025, between the Authority and the Trustee (the “Indenture”) and a resolution of the Authority adopted on May 20, 2025, authorizing the issuance of the Note s. Reference is hereby made to the Indenture (copies of which are on file at the office of the Authority) and all supplements thereto for a description of the terms on which the Note s are issued, the provisions with regard to the nature and extent of the Revenues, and the rights thereunder of the owners of the Note s and the rights, duties and immunit ies of the Trustee and the rights and obligations of the Authority thereunder, to all of the provisions of which the Registered Owner of this Note, by acceptance hereof, assents and agrees.

The Notes have been issued by the Authority to provide financ ing for the construction of certain improvements for use by the City. This Note and the interest and premium, if any, hereon are special obligations of the Authority, payable from the Revenues, and secured by a charge and lien on the Revenues as defined in the Indenture, consisting principally of lease payments made by the City under a Lease Agreement dated as of June 1, 2025, between the Authority as lessor and the City as lessee (the “Lease”).

As and to the extent set forth in the Indenture, all of the Revenues are exclusively and irrevocably pledged in accordance with the terms hereof and the provisions of the Indenture, to the payment of the principal of and interest and premium (if any) on the Notes.

The rights and obligations of the Authority and the owners of the Notes may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall extend the fixed maturity of any Notes, or reduce the amount of principal thereof or premium (if any) thereon, or extend the time of payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the owner of each Note so affected.

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The Notes are subject to optional redemption, in whole or in part, on any date prior to their maturity, at the option of the City, from any source of available funds, at a redemption price equal to the greater of the following:

(i) 100 percent of the principal amount of the Notes to be redeemed, plus interest accrued on the Notes to the redemption date; or

(ii) the sum of the present value of the remaining scheduled payments of principal and interest on the Notes to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which such Notes are to be redeemed, discounted to the date on which such Notes are to be redeemed on a semiannual basis, assuming a 360 -day year consisting of tw elve 30-day months, at the Treasury Rate (as defined in the Indenture) plus 15 basis points, plus, in each case, accrued and unpaid interest on the Notes to be redeemed to the date fixed for redemption..

The Notes are subject to redemption as a whole, or in part by lot, on any date, to the extent of any net proceeds of hazard or title insurance with respect to the property which has been leased under the Lease (the “Leased Property”) or any portion thereof which are not used to repair or replace the Leased Property pursuant to the Lease, or to the extent of any net proceeds arising from the disposition of the Leased Property or any portion thereof in eminent domain proceedings which the City elects to be used for such purpose pursuant to the Lease, at a redemption price equal to the principal amount thereof plus interest accrued thereon to the date fixed for redemption, without premium.

As provided in the Indenture, notice of redemption will be mailed by the Trustee by first class mail not less than 20 nor more than 60 days prior to the redemption date to the respective owners of any Notes designated for redemption at their addresses appearing on the registration books of the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption or the cessation of accrual of interest thereon from and after the date fixed for redemption.

Notice of any optional redemption of the Notes may be conditional, and may be rescinded under the circumstances set forth in the Indenture, upon notice to the owners of such Notes.

If this Note is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption.

This Note is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Trust Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Note. Upon registration of such transfer, a new Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor.

This Note may be exchanged at the Trust Office for Note s of the same tenor, ag gregate principal amount, interest rate and maturity, of other authorized denominations.

The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary.

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Unless this Note is presented by an authorized representative of The Depository Trust Company to the Authority or the Trustee for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since t he registered owner hereof, Cede & Co., has an interest herein.

It is hereby certified by the Authority that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Note do exist, have happened or have been performed in due and regular time, form and manner as required by the Ordinance and the laws of the State of California and that the amount of this Note, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Ordinance or any laws of the State of California, and is not in excess of the amount of Notes permitted to be issued under the Indenture.

This Note shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee.

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IN WITNESS WHEREOF, the Berkeley Joint Powers Financing Authority has caused this Note to be executed in its name and on its behalf with the facsimile signature of its President and attested to by the facsimile signature of its Secretary, all as of the Original Issue Date specified above.

BERKELEY JOINT POWERS FINANCING

AUTHORITY

By
President
Attest:

Secretary

CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee

By
Authorized Signatory

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ASSIGNMENT

For value received the undersigned hereby sells, assigns and transfers unto __________________________________ whose address and social security or other tax identifying number is ____________________, the within- mentioned Note and hereby irrevocably constitute(s) and appoint(s)
________________________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated:

Signature Guaranteed:

Note: Signature(s) must be guaranteed by an eligible
guarantor institution.

Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of the within Note in every particular without alteration or
enlargement or any change whatsoever.

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APPENDIX C

FORM OF PROJECT FUND REQUISITION

DISBURSEMENT REQUEST NO.: _______

[Trustee]
Attn.: Global Corporate Trust Services
[address]

Re: $[Principal Amount] Berkeley Joint Powers Financing Authority 2025 Lease Revenue Notes (Fire Administration and Training Project) (Federally Taxable)

Ladies and Gentlemen:

In accordance with the terms of an Indenture of Trust, by and between you and the undersigned, dated as of June 1, 2025 (the “Indenture”), I am an Authorized Representative and you are hereby authorized and requested to make immediate disbursement of funds held by you in the Project Fund for Project Costs relating to the Project (as such terms are defined in the Indenture) pursuant to Section 3. 04 of the Indenture.

You are hereby requested to pay from the Project Fund established by the Indenture, to the person(s), corporation(s) or other entity(ies) designated on Schedule A attached hereto, in payment of all or a portion of the Project Costs described on said Schedule.

The undersigned hereby certifies that (i) the amounts listed on Schedule A constitute Project Costs (as defined in the Indenture), (ii) no part of the amount requested herein has been included in any other request previously filed with you; (iii) to the knowledge of the undersigned, there has not been filed with or served upon the City any notice of any lien or attachment upon or claim (except for any preliminary notice of lien as may be filed in accordance with law) affecting the right of the person, corporation or other entity stated below to receive payment of the amount stated below, which lien has not been released or will not be released simultaneously with the payment requested hereunder; and (iv) the labor, services and/or materials covered hereby have been performed upon or furnished to the Improvements and the payment requested herein is due and payable under a purchase order, contract or other authorization;

Dated: __________, 20___.

CITY OF BERKELEY

By:

Designated Officer

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SCHEDULE A

Payee Description Project Costs
(include address) of Costs Amount

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APPENDIX D

FORM OF COSTS OF ISSUANCE FUND REQUISITION

DISBURSEMENT REQUEST NO.: _______

[Trustee]
Attn.: Global Corporate Trust Services
[address]

Re: $[Principal Amount] Berkeley Joint Powers Financing Authority 2025 Lease Revenue Notes (Fire Administration and Training Project) (Federally Taxable)

Ladies and Gentlemen:

In accordance with the terms of an Indenture of Trust, by and between you and the undersigned, dated as of June 1, 2025 (the “Indenture”), I am an Authorized Representative and you are hereby authorized and requested to make immediate disbursement of funds held by you in the Costs of Issuance Fund for Costs of Issuance (as such term is defined in the Indenture) pursuant to Section 3.03 of the Indenture.

You are hereby requested to pay from the Costs of issuance Fund established by the Indenture, to the person(s), corporation(s) or other entity(ies) designated on Schedule A attached hereto, in payment of all or a portion of the Costs of Issuance described on said Schedule.

The undersigned hereby certifies that (i) the amounts listed on Schedule A constitute Costs of Issuance (as defined in the Indenture) and (ii) no part of the amount requested herein has been included in any other request previously filed with you.

Dated: __________, 20___.

CITY OF BERKELEY

By:

Designated Officer

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SCHEDULE A

Payee Description Project Costs
(include address) of Costs Amount

Jones Hall draft 4-19-25

LEASE AGREEMENT

Dated as of June 1, 2025

between the

BERKELEY JOINT POWERS FINANCING AUTHORITY,
as lessor

and the

CITY OF BERKELEY,
as lessee

Relating to

$[___________]
Berkeley Joint Powers Financing Authority
2025 Lease Revenue Notes
(Fire Administration and Training Project)
(Federally Taxable)

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TABLE OF CONTENTS

ARTICLE I
Definitions; Rules of Interpretation
SECTION 1.1. Definitions ...................................................................................................... 2 SECTION 1.2. Interpretation ................................................................................................. 2

ARTICLE II
Covenants, Representations and Warranties
SECTION 2.1. Covenants, Representations and Warranties of the City .............................. 3 SECTION 2.2. Covenants, Representations and Warranties of the Authority ...................... 4

ARTICLE III
Deposit and Application of Funds; Substitution and
Release of Property
SECTION 3.1. Deposit of Moneys; Construction of the Project ............................................ 6 SECTION 3.2. Substitution of Property ................................................................................. 6 SECTION 3.3. Release of Property ....................................................................................... 8 SECTION 3.4. Addition of Property ....................................................................................... 8 SECTION 3.5. Amendment of Site Lease and Assignment Agreement ............................... 8

ARTICLE IV
Lease of Leased Property; Term of This Lease; Lease
Payments:

SECTION 4.1. Lease of Leased Property ............................................................................. 9 SECTION 4.2. Term .............................................................................................................. 9 SECTION 4.3. Lease Payments ............................................................................................ 9 SECTION 4.4. Source of Payments; Covenant to Budget and Appropriate ....................... 10 SECTION 4.5. Additional Rental Payments ........................................................................ 11 SECTION 4.6. Quiet Enjoyment .......................................................................................... 11 SECTION 4.7. Title .............................................................................................................. 12

ARTICLE V
Maintenance; Taxes; Insurance; and Other Matters
SECTION 5.1. Maintenance, Utilities, Taxes and Assessments ......................................... 12 SECTION 5.2. Modification of Leased Property .................................................................. 12 SECTION 5.3. Liability and Property Damage Insurance ................................................... 13 SECTION 5.4. Casualty Insurance ...................................................................................... 13 SECTION 5.5. Rental Interruption Insurance ...................................................................... 14 SECTION 5.6. Recordation Hereof; Title Insurance ........................................................... 14 SECTION 5.7. Insurance Net Proceeds; Form of Policies .................................................. 14 SECTION 5.8. Installation of City’s Personal Property ....................................................... 15 SECTION 5.9. Liens ............................................................................................................ 15 SECTION 5.10. Advances ................................................................................................... 15

ARTICLE VI
Damage, Destruction and Eminent Domain; Use of Net
Proceeds
SECTION 6.1. Application of Net Proceeds ........................................................................ 16 SECTION 6.2. Termination or Abatement Due to Eminent Domain ................................... 16 SECTION 6.3. Abatement Due to Damage or Destruction ................................................. 16 SECTION 6.4. Abatement Due to Non-Completion of the Project ...................................... 17

ARTICLE VII
Other Covenants of the City
SECTION 7.1. Disclaimer of Warranties ............................................................................. 17 SECTION 7.2. Access to the Leased Property ................................................................... 18 SECTION 7.3. Release and Indemnification Covenants ..................................................... 18 SECTION 7.4. Assignment and Subleasing by the City ...................................................... 18 SECTION 7.5. Amendment Hereof ..................................................................................... 19

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SECTION 7.6. Tax Covenants Relating to the Notes ......................................................... 20 SECTION 7.7. Continuing Disclosure ................................................................................. 20

ARTICLE VIII
Events of Default and Remedies
SECTION 8.1. Events of Default Defined ............................................................................ 21 SECTION 8.2. Remedies on Default ................................................................................... 21 SECTION 8.3. No Remedy Exclusive ................................................................................. 23 SECTION 8.4. Agreement to Pay Attorneys' Fees and Expenses ...................................... 23 SECTION 8.5. No Additional Waiver Implied by One Waiver ............................................. 23 SECTION 8.6. Application of Proceeds ............................................................................... 24 SECTION 8.7. Trustee and Note Owners to Exercise Rights ............................................. 24

ARTICLE IX
Prepayment of Lease Payments
SECTION 9.1. Security Deposit .......................................................................................... 24 SECTION 9.2. Optional Prepayment ................................................................................... 25 SECTION 9.3. Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain .................................................................................................... 25 SECTION 9.4. Credit for Amounts on Deposit .................................................................... 26

ARTICLE X
Miscellaneous
SECTION 10.1. Notices ....................................................................................................... 26 SECTION 10.2. Binding Effect ............................................................................................ 27 SECTION 10.3. Severability ................................................................................................ 27 SECTION 10.4. Net-net-net Lease ...................................................................................... 27 SECTION 10.5. City Direction of Investments ..................................................................... 27 SECTION 10.5. Third Party Beneficiary .............................................................................. 27 SECTION 10.6. Further Assurances and Corrective Instruments ....................................... 27 SECTION 10.7. Execution in Counterparts. ........................................................................ 27 SECTION 10.8. Applicable Law .......................................................................................... 27 SECTION 10.9. Authority and City Representatives ........................................................... 27 SECTION 10.10. Captions .................................................................................................. 28

APPENDIX A DESCRIPTION OF THE LEASED PROPERTY

APPENDIX B SCHEDULE OF LEASE PAYMENTS

APPENDIX C DESCRIPTION OF THE PROJECT

LEASE AGREEMENT

This LEASE AGREEMENT (this “Lease”), dated for convenience as of June 1, 2025, is between the B ERKELEY JOINT POWERS FINANCING AUTHORITY, a joint powers authority duly organized and existing under the laws of the State of California, as lessor (the “Authority”), and the C ITY OF BERKELEY, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California, as lessee (the “City”).

BACKGROUND:

1. The City currently leases for fire administration and training purposes certain buildings located at 1250-1288 9
th Street, 1226 9th Street, 1221 8th Street, 1223 8th Street, 1225 8 th Street and 1249 8 th Street, Berkeley, California 94710 (the “ Fire Property”), under that certain Standard Multi-Tenant Office Lease - Gross dated as of June 27, 2024 (as amended and assigned from time to time, the “ Existing Lease”), by and between Smith & Walters, Inc., a California corporation (the “Lessor”), and the City.

2. The City has a unilateral option to purchase the Fire Property under the Existing Lease.

3. Prior to exercising its right to purchase the Fire Property, the City intends to complete the construction of certain improvements to the Fire Property as such other improvements as may be identified from time to time by the City, as described in more detail in Appendix C attached hereto and by this reference incorporated herein (the “Project”). The City wishes to finance the construction of the Project.

4. To that end, the City has proposed to lease to the Authority certain real property and improvements, initially consisting of the two City fire stations, including land and improvements, as more particularly described in Appendix A attached hereto and by this reference incorporated herein (the “Leased Property”), under a Site Lease, dated the date hereof (the “ Site Lease”) in consideration of the payment by the Authority of an upfront rental payment (the “Site Lease Payment”) which is sufficient to provide funds for the construction of the Project. The Site Lease is being recorded concurrently with a memorandum of this Lease.

5. The Authority has authorized the issuance of its Berkeley Joint Powers Financing Authority 2025 Lease Revenue Notes (Fire Administration and Training Project) (Federally Taxable) in the aggregate principal amount of $ [___________] (the “Notes”) under an Indenture of Trust dated as of June 1, 2025 (the “Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), for the purpose of providing the funds to enable the Authority to pay the Site Lease Payment to the City in accordance with the Site Lease.

6. In order to provide revenues that are sufficient to enable the Authority to pay debt service on the Note s and any Refunding Obligations (as defined in the Indenture ) issued in order to refund the Notes in order to comply with Section 5.11 of this Lease, the Authority has agreed to lease the Leased Property back to the City under this Lease under

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which the City agrees to pay semiannual Lease Payments as the rental for the Leased Property.

7. The lease payments made by the City under this Lease have been assigned by the Authority to the Trustee for the security of the Notes under an Assignment Agreement dated as of the date hereof, between the Authority as assignor and the Trustee as assignee, which has been recorded concurrently herewith. Similarly, in connection with the issuance of Refunding Obligations, the lease payments will be assigned in accordance with the Refunding Documents (as defined herein).

8. The City and the Authority have found and determined that all acts and proceedings required by law necessary to make this Lease, when executed by the City and the Authority, the valid, binding and legal obligations of the City and the Authority, and to constitute this Lease a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Lease have been in all respects duly authorized.

AGREEMENT:

In consideration of the material covenants contained in this Lease, the parties hereto hereby formally covenant, agree and bind themselves as follows:

ARTICLE I

DEFINITIONS; RULES OF INTERPRETATION

SECTION 1.1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Lease have the respective meanings given them in the Indenture.

S
ECTION 1.2. Interpretation.

(a) Unless the context otherwise indicates, words expressed in the singular includes the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and includes the neuter, masculine or feminine gender, as appropriate.

(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and do not affect the meaning, construction or effect hereof.

(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Lease; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or subdivision hereof.

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ARTICLE II

COVENANTS, REPRESENTATIONS AND WARRANTIES

SECTION 2.1. Covenants, Representations and Warranties of the City . The City makes the following covenants, representations and warranties to the Authority and the Trustee as of the date of the execution and delivery of this Lease:

(a) Due Organization and E x istence. The City is a charter city and municipal corporation duly organized and validly existing under the Constitution and laws of the State of California, has full legal right, power and authority under the laws of the State of California to enter into the Site Lease and this Lease and to carry out and consummate all transactions contemplated hereby, and by proper action the City has duly authorized the execution and delivery of the Site Lease and this Lease.

(b) Due Execution.

The representativ es of the City executing the Site
Lease and this Lease have been fully authorized to execute the same under a resolution duly adopted by the City Council of the City.

(c) Valid, Binding and Enforceable Obligations. The Site Lease and this Lease have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms.

(d) No Conflicts. The execution and delivery of the Site Leas e and this Lease, the consummation of the transactions therein and herein contemplated and the fulfillment of or compliance with the terms and conditions thereof and hereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Site Lease and this Lease or the financial condition, assets, properties or operations of the City.

(e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of the Site Lease and this Lease, or the consummation of any transaction therein and herein

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contemplated, except as have been obtained or made and as are in full force and effect.

(f) No Litigation . There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the City after reaso nable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of the Site Lease and this Lease, or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Site Lease and this Lease or the financial conditions, assets, properties or operations of the City.

S
ECTION 2.2. Covenants, Representations and Warranties of the Authority . The Authority makes the following covenants, representations and warranties to the City, the Trustee as of the date of the execution and delivery of this Lease:

(a) Due Organization and Existence. The Authority is a joint exercise of powers authority duly organized and existing under a joint powers agreement and the laws of the State of California; has power to enter into this Lease, the Site Lease, the Assignment Agreement and the Indenture; is possessed of full power to own and hold, improve and equip real and personal property, and to lease the same; and has duly authorized the execution and delivery of each of the aforesaid agreements and such agreements constitute the legal, valid and binding obligations of the Authority, enforceable against the Authority in accordance with their respective terms.

(b) Due Execution. The representatives of the Authority executing this Lease, the Site Lease, the Assignment Agreement and the Indenture are fully authorized to execute the same pursuant to official action taken by the governing body of the Authority.

(c) Valid, Binding and Enforceable Obligations. This Lease, the Site Lease, the Assignment Agreement and the Indenture have been duly authorized, executed and delivered by the Authority and constitute the legal, valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms.

(d) No Conflicts . The execution and delivery of this Lease, the Site Lease, the Assignment Agreement and the Indenture, the
consummation of the transactions her ein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof, do not and will not conflict with or constitute a violation or

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breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the Authority is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease, the Site Lease, the Assignment Agreement and the Indenture or the financial condition, assets, properties or operations of the Authority.

(e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the Authority, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Lease, the Site Lease, the Assignment Agreement or the Indenture, or the consummation of any transaction herein or therein contemplated, except as have been obtained or made and as are in full force and effect.

(f) No Litigation . There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the Authority after reasonable investigation, threatened against or affecting the Authority or the assets, properties or operations of the Authority which, if determined adversely to the Authority or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Lease, the Site Lease, the Assignment Agreement or the Indenture, or upon the financial condition, assets, properties or operations of the Authority, and the Authority is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Lease, the Site Lease, the Assignment Agreement or the Indenture or the financial conditions, assets, properties or operations of the Authority.

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ARTICLE III

DEPOSIT AND APPLICATION OF FUNDS; SUBSTITUTION

AND RELEASE OF PROPERTY

SECTION 3.1. Deposit of Moneys; Construction of the Project.

(a) Deposit of N ote Proceeds. On the Closing Date, the Authority will cause the proceeds of sale of the Notes to be deposited with the Trustee. The Trustee shall deposit such proceeds in accordance with Section 3.02 of the Indenture.

(b) Acquisition and Construction of the Pr oject. The Authority hereby appoints the City as its agent to carry out all phases of the construction of the Project under and in accordance with the provisions hereof. The City hereby accepts its appointment as agent of the Authority and assumes all rights, liabilities, duties and responsibilities of the Authority regarding the construction of the Project. The City, as agent of the Authority hereunder, shall enter into, administer and enforce all purchase orders or other contracts relating to the construction of the Project. The City shall requisition the payment of Project Costs from amounts held by the Trustee in the Project Fund (and the applicable accounts therein), pursuant to and in accordance with Section 3.04 of the Indenture. All contracts for, and all work relating to, the construction of the Project are subject to all applicable provisions of law relating to the acquisition, construction, improvement, and equipping of like facilities and property by the City.

As agent of the Authority, the City hereby agrees to supervise and provide for, or cause to be supervised and provided for, the construction of the Project in accordance with the plans and specifications, purchase orders, construction contracts and ot h er
documents relating thereto and approved by the City under all applicable requirements of law.

S
ECTION 3.2. Substitution of Property . The City has the option at any time and from time to time, to subs titute other real property (the “ Substitute Property”) for the Leased Property or any portion thereof (the “Former Property”), upon satisfaction of all of the following requirements which are hereby declared to be conditions precedent to such substitution:

(a) No Event of Default has occurred and is continuing, as certified in writing by the City.

(b) The City has filed with the Authority and the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations), and caused to be recorded in the office of the Alameda County Recorder sufficient memorialization of an amendment hereof that adds the legal description of the Substitute Property to Appendix A and deletes therefrom the legal description of the Former Property, and has filed and caused to be recorded corresponding amendments to the Site Lease and Assignment Agreement.

(c) The City has obtained a CLTA policy of title insurance insuring the City’s leasehold estate hereunder in the Substitute Property, subject

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only to Permitted Encu mbrances, together with (i) an endorsement thereto making such policy payable to the Trustee for the benefit of the Owners (or the trustee, fiscal agent or paying agent for any Refunding Obligations), (ii) if applicable, a tie- in endorsement such that the total insured amount under the title insurance policies then in effect with respect to the Leased Property following the proposed substitution will be at least equal to the aggregate principal amount of outstanding Notes (or the trustee, fiscal agent or paying agent for any Refunding Obligations) at the time of the substitution, and (iii) a certificate of the City to the effect that the exceptions, if any, contained in such policy do not interfere with the beneficial use and occupancy of the Leased Property by the City.

(d) The City has certified in writing to the Authority and the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations) that the Substitute Property serves the municipal purposes of the City and constitutes proper ty which the City is permitted to lease under the laws of the State of California, and has been determined to be essential to the proper, efficient and economic operation of the City and to serve an essential governmental function of the City.

(e) The Substitute Property does not cause the City to violate any of its covenants, representations and warranties made herein, as certified in writing by the City.

(f) The City has filed with the Authority and the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations) a written certificate of the City or other written evidence stating that the useful life of the Substitute Property at least extends to October 1, 20 [__], that the estimated value of the Leased Property, after substitution of the Substitute Property and release of the Former Property, is at least equal to the aggregate Outstanding principal amount of the Notes, and the fair rental value of the Leased Property, after substitution of the Substitute Property and release of the Former Property, is at least equal to the Lease Payments thereafter coming due and payable hereunder.

(g) The City has mailed written notice of such substitution to each rating agency which then maintains a rating on the Notes or Refunding Obligations, as applicable.

Upon the satisfaction of all such conditions precedent, the Term of this Lease will thereupon end as to the Former Property and commence as to the Substitute Property, and all references to the Former Property will apply with full force and effect to the Substitute Property. The City is not entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of any substitution of property under this Section. The Authority and the City will execute, deliver and cause to be recorded all documents required to discharge the Site Lease, this Lease and the Assignment Agreement (or any Refunding Documents) of record against the Former Property and to cause the Substitute Property to become subject to all of the terms and

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conditions of the Site Lease, this Lease and the Assignment Agreement (or any Refunding Documents).

SECTION 3.3. Release of Property. The City has the option at any time and from time to time to release any portion of the Leased Property from this Lease (the “Released Property”) provided that the City has satisfied all of the following requirements which are hereby declared to be conditions precedent to such release:

(a) No Event of Default has occurred and is continuing, as certified in writing by the City.

(b) The City has filed with the Authority and the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations), and caused to be recorded in the office of the Alameda County Recorder sufficient memorialization of an amendment hereof, the Site Lease and the Assignment Agreement (or any Refunding Documents) which removes the Released Property from the Site Lease, the Assignment Agreement and this Lease (or such Refunding Documents).

(c) The City has certified in writing to the Authority and the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations) that the value of the property which remains subject to this Lease following such release is at leas t equal to the aggregate Outstanding principal amount of the Note s or the outstanding principal amount of the Refunding Obligations, as applicable, and the fair rental value of the property which remains subject to this Lease following such release is at least equal to the Lease Payments thereafter coming due and payable hereunder.

(d) The City has mailed written notice of such release to each rating agency which then maintains a rating on the Notes or Refunding Obligations, as applicable.

Upon the satisfaction of all such conditions precedent, the Term of this Lease will thereupon end as to the Released Property. The City is not entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of such rel ease. The Authority and the City shall execute, deliver and cause to be recorded all documents required to discharge the Site Lease, this Lease and the Assignment Agreement of record against the Released Property.

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ECTION 3.4. Reserved. SECTION 3.5. Amendment of Site Lease and Assignment Agreement. The Authority and the City shall amend the Site Lease and the Assignment Agreement (or any Refunding Documents) as necessary in order to accomplish any Substitution or Release of property pursuant to this Article III.

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ARTICLE IV

LEASE OF LEASED PROPERTY; TERM OF THIS LEASE;

LEASE PAYMENTS

SECTION 4.1. Lease of Leased Property. The Authority hereby leases the Leased Property to the City and the City hereby leases the Leased Property from the Authority, upon the terms and conditions set forth in this Lease.

SECTION 4.2. Term. The Term of this Lease commences on the Closing Date and ends on the date on which the Indenture is discharged in accordance with Section 10.03 thereof, but under any circumstances not later than October 1, 20[__].

If Refunding Obligations are issued, the Term of this Lease ends on the day that is 10 years after the final maturity date of such Refunding Obligations.

The provisions of this Section are subject to the provisions of Sections 6.2 and 6.3 relating to the taking in eminent domain, damage and destruction of the Leased Property in whole or in part and interference with completion of the construction of the Project.

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ECTION 4.3. Lease Payments.

(a) Obligation to Pay. Subject to the provisions of Sections 6.2 and 6.3 and the provisions of Article IX, the City agrees to pay to the Authority, its successors and assigns, the Lease Payments in the respective amounts specified in Appendix B attached to this Lease, to be due and payable in immediately available funds on the Interest Payment Dates immediately following each of the respective Lease Payment Dates specified in Appendix B (as it shall be revised by the Authority and the City in connection with the issuance of any Refunding Obligations), and to be deposited by the City with the Trustee on each of the Lease Payment Dates specified in Appendix B (as it shall be revised by the Authority and the City amended in connection with the issuance of any Refunding Obligations). Any amount held in the Debt Service Fund, the Interest Account and the Principal Account under the Indenture (and all amounts on deposit in the respective funds established under the Refunding Documents for payment of current debt service on the related issue of Refunding Obligations) on any Lease Payment Date (other than amounts resulting from the prepayment of the Lease Payments in part but not in whole under Article IX, and amounts required for payment of past due principal or interest on any Note s or Refunding Obligations not presented for payment) will be credited towards the Lease Payment then required to be paid hereunder. The City is not required to deposit any Lease Payment with the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations) on any Lease Payment Date if the amounts then held in the Debt Service Fund, the Interest Account and the Principal Account (or all amounts on deposit in the respective funds established under the Refunding Documents for payment of current debt service on the related issue of Refunding Obligations ) are at least equal to the Lease Payment then required to be deposited with the Trustee. The Lease Payments payable in any Rental Period are for the use of the Leased Property during that Rental Period.

(b) Effect of Prepayment. If the City prepays all Lease Payments in full under Sections 9.2 or 9.3, the City’s obligations under this Section will thereupon cease and

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terminate. If the City prepays the Lease Payments in part but not in whole under Sections

9.2 or 9.3, the principal components of the remaining Lease Payments will be reduced in integral multiples of $5,000 among Lease Payment Dates on a basis which corresponds to the principal maturities of the Notes or the Refunding Obligations, as applicable, which are redeemed thereby; and the interest component of each remaining Lease Payment will be reduced by the aggregate corresponding amount of interest which would otherwise be payable with respect to the Notes thereby redeemed under Section 4.01 of the Indenture or the Refunding Obligations redeemed under the Refunding Documents.

(c) Rate on Overdue Payments. If the City fails to make any of the payments required in this Section, the payment in default will continue as an obligation of the City until the amount in default has been fully paid, and the City agrees to pay the same with interest thereon, from the date of default to the date of payment at the highest rate of interest on any Outstanding Note or Refunding Obligation, as applicable.

(d) Fair Rental Value. The aggregate amount of the Lease Payments and Additional Rental Payments coming due and payable during each Rental Period constitute the total rental for the Leased Property for such Rental Period, and are payable by the City in each Rental Period for and in consideration of the right of the use and occupancy of, and the continued quiet use and enjoyment of the Leased Property during each Rental Period. The parties hereto have agreed and determined that the total Lease Payments represent the fair rental value of the Leased Property. In making that determination, consideration has been given to the estimated value of the Leased Property, other obligations of the City and the Authority under this Lease, the uses and purposes which may be served by the Leased Property and the benefits therefrom which will accrue to the City and the general public.

(e) Assignment. The City understands and agrees that all Lease Payments have been assigned by the Authority to the Trustee in trust, under the Assignment Agreement, for the benefit of the Owners of the Note s, and the City hereby assents to such assignment. The Authority hereby directs the City, and the City hereby agrees to pay to the Trustee at its Office, all payments payable by the City under this Section and all amounts payable by the City under Article IX.

In the event Refunding Obligations are issued to refund the No t es, (i) the City
understands and agrees that all Lease Payments will be assigned under the Refunding Documents, for the benefit of the Owners of the Refunding Obligations, and the City hereby assents to such assignment and (ii) the City hereby agrees to pay all payments payable by the City under this Section and all amounts payable by the City under Artic le IX as specified in the Refunding Documents.

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ECTION 4.4. Source of Payments; Covenant to Budget and Appropriate. The Lease Payments are payable from any source of available funds of the City, subject to the provisions of Section 6.3. The City covenants to take all actions required to include the Lease Payments in each of its budgets during the Term of this Lease and to make the necessary appropriations for all Lease Payments and Additional Rental Payments. The foregoing covenant of the City constitutes a duty imposed by law and each and every public official of the City is required to take all actions required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease agreed to be carried out and performed by the City.

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SECTION 4.5. Additional Rental Payments. In addition to the Lease Payments, the City shall pay when due the following amounts of Additional Rental Payments in consideration of the lease of the Leased Property by the City from the Authority hereunder:

(a) all fees and expenses incurred by the Authority in connection with or by reason of its leasehold estate in the Leased Property, when due,

(b) all reasonable compensation to (i) the Trustee for all services rendered under the Indenture and for all reasonable expenses, charges, costs, liabilities, legal fees and other disbursements incurred in and about the performance of its powers and duties under the Indenture and (ii)_the trustee, fiscal agent or paying agent under the Refunding Documents for all reasonable expenses, charges, costs, liabilities, legal fees and other disbursements incurred in and about the performance of its powers and duties,

(c) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Authority or the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations) to prepare audits, financial statements, reports, opinions or provide such other services required under this Lease or the Indenture or Refunding Documents,

(d) amounts coming due and payable as Excess Investment Earnings in accordance with Section 7.6(e),

(e) the reasonable out-of-pocket expenses of the Authority in connection with the execution and delivery of this Lease or the Indenture, or i n connection with the issuance of the Notes, including but not limited to any and all expenses incurred in connection with the authorization, sale and delivery of the Note s, or incurred by the Authority in connection with any litigation which may at any time be instituted involving this Lease, the Note s, the Indenture or any of the other documents contemplated hereby or thereby, or otherwise incurred in connection with the administration of this Lease, and

(f) the reasonable out-of-pocket expenses of the Authority in connection with the execution and delivery of the Refunding Documents, or in connection with the issuance of the Refunding Obligations, including but not limited to any and all expenses incurred in connection with the authorization, sale and delivery of the Refunding Obligations , or incurred by the Authority in connection with any litigation which may at any time be instituted involving the Refunding Obligations, the Refunding Documents or any of the other documents contemplated hereby or thereby, or otherwise incurred in connection with the administration of this Lease.

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ECTION 4.6. Quiet Enjoyment. Throughout the Term of this Lease, the Authority shall provide the City with quiet use and enjoyment of the Leased Property and the City will peaceably and quietly have and hold and enjoy the Leased Property, without suit, trouble or hindrance from the Authority, except as expressly set forth in this Lease. The

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Authority will, at the request of the City and at the City’s cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Authority may lawfully do so. Notwithstanding the foregoing, the Authority has the right to inspect the Leased Property as provided in Section 7.2.

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ECTION 4.7. Title. Upon the termination of this Lease (other than under Section

8.2(b) hereof), all right, title and interest of the Authority in and to the Leased Property transfers to and vests in the City. The Authority shall take any and all steps and execute and record any and all documents reasonably required by the City to consummate any such transfer of title.

ARTICLE V

MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS

SECTION 5.1. Maintenance, Utilities, Taxes and Assessments . Throughout the Term of this Lease, as part of the c onsideration for the rental of the Leased Property, all improvement, repair and maintenance of the Leased Property are the responsibility of the City, and the City will pay for or otherwise arrange for the payment of all utility services supplied to the Leased Property, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, water and all other utility services, and will pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Leased 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 Lease Payments herein provided, the Authority agrees to provide only the Leased Property. The City waives the benefits of subsections 1 and 2 of Section 1932, Section 1933(4) and Sections 1941 and 1942 of the California Civil Code, but such waiver does not limit any of the rights of the City under the terms of this Lease.

The City shall also pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Authority or the City affecting the Leased Property or the respective interests or estates therein; provided 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 pay only such installments as are required to be paid during the Term of this Lease as and when the same become due.

The City may, at its 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 notifies the City that, in its reasonable opinion, by nonpayment of any such items the interest of the Authority in the Leased Property will be materially endangered or the Leased Property or any part thereof will be subject to loss or forfeiture, in which event the City 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.

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ECTION 5.2. Modification of Leased Property. The City has the right, at its own expense, to make additions, modifications and improvements to the Leased Property or any portion thereof. All additions, modifications and improvements to the Leased Property

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will thereafter comprise part of the Leased Property and become subject to the provisions of this Lease. Such additions, modifications and improvements may not in any way damage the Leased Property, or cause the Leased Property to be used for purposes other than those authorized under the provisions of state and federal law; and the City must certify to the Trustee that the estimated value of the Leased Property, upon completion of any additions, modifications and improvements made thereto under this Section, is at least equal to the aggregate Outstanding principal amount of the Note s (or the Refunding Obligations, if applicable) and the fair rental value of the Leased Property is at least equal to the Lease Payments thereafter coming due and payable hereunder. The City will not permit any mechanic’s or other lien to be established or remain against the Leased Property for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the City under this Section; except that if any such lien is established and the City first notifies or causes to be notified the Authority of the City’s intention to do so, the City may in good faith contest any lien filed or established against the Leased Property, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom and shall provide the Authority with full security against any loss or forfeiture which might arise from the nonpayment of any such item, in form satisfactory to the Authority. The Authority will cooperate fully in any such contest, upon the request and at the expense of the City.

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ECTION 5.3. Liability and Property Damage Insurance. The City shall maintain or cause to be maintained throughout the Term of this Lease, but only if and to the extent available from reputable insurers at reasonable cost in the reasonable opinion of the City, a standard commercial general liability insurance policy or policies in protection of the Authority, the City, and their respective members, officers, agents, employees and assigns. Said 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 operation of the Leased Property. Such policy or policies shall provide coverage in such liability limits and be subject to such deductibles as the City deems adequate and prudent. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of self -insurance by the City, subject to the provisions of Section 5.7, or in the form of the participation by the City in a joint powers agency or other program providing pooled insurance. The proceeds of such liability insurance must be applied toward extinguishment or satisfaction of the liability with respect to which paid.

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ECTION 5.4. Casualty Insurance. The City shall procure and maintain, or cause to be procured and maintained, throughout the Term of this Lease, casualty insurance against loss or damage to all buildings situated on the Leased Property, in an amount at least equal to the lesser of (a) 100% of the aggregate of the replacement value of each the insured improvement considered separately, or (b) 100% of the aggregate principal amount of the Outstanding Note s (or the Refunding Obligations, if applicable) . Such insurance must, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance, and must include earthquake insurance if available at reasonable cost from reputable insurers in the judgment of the City. Such insurance may be s ubject to such deductibles as the City deems adequate and prudent. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of the participation by the City

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in a joint powers agency or other program providing pooled insurance; provided that such insurance may not be maintained by the City in the form of self -insurance. The Net Proceeds of such insurance must be applied as provided in Section 6.1.

SECTION 5.5. Rental Interruption Insurance. The City shall procure and maintain, or cause to be procured and maintained, throughout the Term of this Lease, rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of any portion of the Leased Property constituting buildings or other improvements as a result of any of the hazards covered in the insurance required by Section 5.4, in an amount at least equal to the maximum such Lease Payments coming due and payable during any consecutive two Fiscal Years. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of the participation by the City in a joint powers agency or other program providing pooled insurance; provided that such insurance may not be maintained by the City in the form of self-insurance. The Net Proceeds of such insurance, if any, must be paid to the Trustee and deposited in the Debt Service Fund, or paid to the trustee, fiscal agent or paying agent for any Refunding Obligations and deposited in the funds established under the Refunding Documents for payment of current debt service on the related Refunding Obligations , to be applied as a credit towards the payment of the Lease Payments allocable to the insured improvements as the same become due and payable.

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ECTION 5.6. Recordation Hereof; Title Insurance. On or before the Closing Date the City shall, at its expense, (a) cause the Site Lease, the Assignment Agreement and this Lease, or a memorandum hereof or thereof in form and substance approved by Bond Counsel, to be recorded in the office of the Alameda County Recorder, and (b) obtain a CLTA title insurance policy insuring the City’s leasehold estate hereunder in the Leased Property, subject only to Permitted Encumbrances, in an amount at least equal to the aggregate principal amount of the Notes or the Refunding Obligations, as applicable. All Net Proceeds received under any such title insurance policy must be deposited with the Trustee in the Debt Service Fund or with the trustee, fiscal agent or paying agent for any Refunding Obligations and deposited in the respective funds established under the Refunding Documents for payment of current debt service on the Refunding Obligations, in each case to be credited towards the prepayment of the remaining Lease Payments under Section 9.3.

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ECTION 5.7. Insurance Net Proceeds; Form of Policies. Each policy of insurance maintained under Sections 5.4, 5.5 and 5.6 must name the Trustee as loss payee so as to provide that all proceeds thereunder are payable to the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations). The City shall pay or cause to be paid when due the premiums for all insurance policies required by this Lease. All such policies shall provide that the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations) is given 30 days’ notice of each expiration, any intended cancellation thereof or reduction of the coverage provided thereby. The City must file with the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations) annually, within 90 days following the close of each Fiscal Year, a certificate of the City stating that all policies of insurance required hereunder are then in full force and effect.

The Trustee (and the trustee, fiscal agent or paying agent for any Refunding Obligations) has no responsibility for the sufficiency, adequacy or amount of any insurance or self - insurance herein required and is fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss.

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If any insurance maintained under Section 5.3 is provided in the form of self - insurance, the City must file with the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations) annually, within 90 days following the close of each Fiscal Year, a statement of the risk manager of the City or an independent insurance adviser engaged by the City identifying the extent of such self -insurance and stating the determination that the City maintains sufficient reserves with respect thereto. If any such insurance is provided in the form of self -insurance by the City, the City has no obligation to make any payment with respect to any insured event except from those reserves.

SECTION 5.8. Installation of City’s Personal Property. The City may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Leased Property. All such items shall remain the sole property of the City, in which neither the Authority nor the Trustee has any interest, and may be modified or removed by the City at any time, provided that the City must repair all damage to the Leased Property resulting from the installation, modification or removal of any such items. Nothing in this Lease prevents the City from purchasing or leasing items to be installed under this Section under a lease or conditional sale agreement, or subject to a vendor’s lien or security agreement, as security for the unpaid portion of the purchase price thereof, so long as no such lien or security interest attaches to any part of the Leased Property.

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ECTION 5.9. Liens. The City may not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Leased Property, other than as herein contemplated and except for such encumbrances as the City certifies in writing to the Trustee do not materially and adversely affect the leasehold estate of the City in the Leased Property hereunder. If any such mortgage, pledge, lien, charge, encumbrance or claim does materially and adversely affect the leasehold estate of the City in the Leased Property hereunder, the City will promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible; provided that the City is not required to do so prior to the time when such mortgage, pledge, lien, charge, encumbrance or c laim actually causes such material adverse effect. The City will reimburse the Authority for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim.

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ECTION 5.10. Advances. If the City fails to perform any of its obligations under this Article V, the Authority may (but is not required to) take such action as it deems necessary to cure such failure, including the advancement of money, and the City shall repay all such advances as Additional Rental Payments hereunder, with interest at the rate set forth in Section 4.3(c).

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ECTION 5.11. Issuance of Refunding Obligations . The Authority hereby covenants that it will issue its Refunding Obligations which are secured by Revenues and any other legally available funds of the Authority, in an amount sufficient to provide for payment of the Notes in whole on or before the maturity thereof. If the Authority has not deposited with the Trustee, on or before April 1, 2029, an amount of funds sufficient to pay in full the principal of such series of the Notes coming due at maturity, the Authority shall immediately institute proceedings for the issuance of Refunding Obligations in an amount sufficient to provide for payment of such series of the Note s on or before the maturity

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thereof. The Authority and the City shall authorize, execute and deliver any and all documents, including but not limited to any amendment to this Lease and the Site Lease, as may be required in order to (a) provide the Revenues when and as required for payment of the Refunding Obligations, and (b) issue, sell and otherwise provide adequate security for the Refunding Obligations. The principal amount of all series of Refunding Obligations which are outstanding at any time shall not exceed the estimated value of the Leased Property, as such value is determined by the Authority and the City as of the date of issuance of the final series of Refunding Obligations.

ARTICLE VI

DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET

PROCEEDS

SECTION 6.1. Application of Net Proceeds. So long as the Notes are outstanding, the Trustee, as assignee of the Authority under the Assignment Agreement, has the right to receive all Net Proceeds. As provided in the Indenture, the Trustee will deposit all Net Proceeds in the Insurance and Condemnation Fund to be applied as set forth in Section

5.07 of the Indenture.

So long as the Refunding Obligations are outstanding, the trustee, fiscal agent or paying agent, as assignee of the Authority under the Refunding Documents, will have the right to receive all Net Proceeds. The trustee, fiscal agent or paying agent will deposit all Net Proceeds as directed in the Refunding Documents.

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ECTION 6.2. Termination or Abatement Due to Eminent Domain. If the Leased Property is taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the Term of this Lease thereupon ceases as of the day possession is taken. If less than all of the Leased Property is taken permanently, or if the Leased Property is taken temporarily, under the power of eminent domain, then:

(a) this Lease shall continue in full force and effect with respect thereto and does not terminate by virtue of such taking, and the parties waive the benefit of any law to the contrary; and

(b) the Lease Payments are subject to abatement in an amount determined by the City such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portions of the Leased Property.

SECTION 6.3. Abatement Due to Damage or Destruction. The Lease Payments are subject to abatement during any period in which by reason of damage or destruction (other than by eminent domain which is hereinbefore provided for) there is substantial interference with the use and occupancy by the City of the Leased Property or any portion thereof. The Lease Payments are subject to abatement in an amount determined by the City such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portions of the Leased Property not damaged or

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destroyed. Such abatement will continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction. In the event of any such damage or destruction, this Lease continues in full force and effect and the City waives any right to terminate this Lease by virtue of any such damage and destruction. Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section 6.3 to the extent that the proceeds of hazard insurance or rental interruption insurance are available to pay Lease Payments which would otherwise be abated under this Section 6.3, it being hereby declared that such proceeds constitute a special fund for the payment of the Lease Payments.

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ECTION 6.4. Abatement Due to Non- Completion of the Project . The Lease Payments are subject to abatement during any period prior to the issuance of a certificate of occupancy for the Project, if it constitutes all or a portion of the Leased Property, if there is substantial interference with the use and occupancy by the City of the Leased Property or any portion thereof. The Lease Payments are subject to abatement in an amount determined by the City such that the resulting Lease Payments represent fair consideration for the use and occupancy of the usable portions of the Leased Property.

Such abatement will continue for the period commencing with the substantial interference with the use and occupancy of the Leased Property and ending with the earlier of (a) the substantial completion of the Project and (b) the delivery by the City to the Trustee (or the trustee, fiscal agent or paying agent for the Refunding Obligations) of a certificate to t he effect that the fair rental value of the Leased Property is at least equal to the Lease Payments thereafter coming due and payable hereunder . In the event of any such interference with use and occupancy during construction of the Project, this Lease continues in full force and effect and the City waives any right to terminate this Lease by virtue of any substantial interference.

ARTICLE VII

OTHER COVENANTS OF THE CITY

SECTION 7.1. Disclaimer of Warranties. THE AUTHORITY AND THE TRUSTEE (AND THE TRUSTEE, FISCAL AGENT OR PAYING AGENT FOR ANY REFUNDING

OBLIGATIONS) MAKE NO AGREEMENT, WARRANTY OR REPRESENTATION,

EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION,

MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS

FOR THE USE CONTEMPLATED BY THE CITY OF THE LEASED PROPERTY OR ANY

PORTION THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WIT H RESPECT TO THE LEASED PROPERTY OR ANY PO RTION THEREOF. THE CITY

ACKNOWLEDGES THAT TH E AUTHORITY IS NOT A MANUFACTURER OF ANY

PORTION OF THE LEASED PROPERTY OR A DEAL ER THEREIN, THAT THE CITY

LEASES THE LEASED PROPERTY AS- IS, IT BEI NG AGREED THAT ALL O F THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE CITY. The Authority has no liability for incidental, indirect, special or consequential damages, in connection with or arising out of this Lease for the existence, furnishing, functioning or use of the Leased Property by the City.

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SECTION 7.2. Access to the Leased Property. The City agrees that the Authority and any Authorized Representative of the Authority, and the Authority’s successors or assigns, have the right at all reasonable times to enter upon and to examine and inspect the Leased Property or any part thereof. The City further agrees that the Authority, any Authority Representative and the Authority’s successors or assigns may have such rights of access to the Leased Property or any component thereof as reasonably necessary to cause the proper maintenance of the Leased Property if the City fails to perform its obligations hereunder; provided, however, that neither the Authority nor any of its assigns has any obligation to cause such proper maintenance.

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ECTION 7.3. Release and Indemnification Covenants . The City agrees to indemnify the Authority, the Trustee (and any trustee, fiscal agent or paying agent for Refunding Obligations) and their respective officers, agents, successors and assigns, against all claims, losses and damages, including legal fees and expenses, arising out of any of the following:

(a) the use, maintenance, condition or management of, or from any work or thing done on the Leased Property by the City,

(b) any breach or default on the part of the City in the performance of any of its obligations under this Lease,

(c) any negligence or willful misconduct of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Leased Property,

(d) any intentional misconduct or negligence of any sublessee of the City with respect to the Leased Property,

(e) the acquisition, construction, improvement and equipping of the Leased Property, or the authorization of payment of the costs thereof, or

(f) the acceptance and performance of the duties of the Trustee under the Indenture, the Assignment Agreement and under this Lease, or the acceptance and performance of the duties of the trustee, fiscal agent or paying agent under the Refunding Documents.

No indemnification is made under this Section or elsewhere in this Lease for willful misconduct or negligence under this Lease by the Authority, the Trustee (or any trustee, fiscal agent or paying agent for Refunding Obligations) or their respective officers, agents, employees, successors or assigns.

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ECTION 7.4. Assignment and Subleasing by the City. The City may sublease the Leased Property, or any portion thereof, subject to all of the following conditions:

(a) this Lease and the obligation of the City to make Lease Payments hereunder must remain obligations of the City, as certified in writing by the City;

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(b) the City must, within 30 days after the delivery thereof, furnish or cause to be furni shed to the Authority and the Trustee (and any trustee, fiscal agent or paying agent for Refunding Obligations) a true and complete copy of such sublease;

(c) no such sublease by the City may cause the Leased Property to be used for a purpose which is not authorized under the provisions of the laws of the State of California, as certified in writing by the City; and

(d) the City must furnish to the Authority and the Trustee (and any trustee, fiscal agent or paying agent for Refunding Obligations) a written opinion of Bond Counsel stating that such sublease does not cause the interest on the Notes or the Refunding Obligations, as applicable, to become included in gross income for purposes of federal income taxation or to become subject to personal income taxation by the State of California.

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ECTION 7.5. Amendment Hereof . The Authority and the City may at any time amend or modify any of the provisions of this Lease, but only: (a) with the prior written consents of the Owners of a majority in aggregate principal amount of the Outstanding Notes or the owners of a majority in aggregate principal amount of the outstanding Refunding Obligations, as applicable; or (b) without the consent of the Trustee or any trustee, fiscal agent or paying agent for Refunding Obligations or any of the Note Owners or owners of the Refunding Obligations, but only if such amendment or modification is for any one or more of the following purposes:

(a) to add to the covenants and agreements of the City contained in this Lease, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the City;

(b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, to conform to the original intention of the City and the Authority;

(c) to modify, amend or supplement this Lease in such manner as to assure that the interest on the Notes or the Refunding Obligations, as applicable, remains excluded from gross income under the Tax Code;

(d) to amend the description of the Leased Property to reflect accurately the property originally intended to be included therein, or in connection with any substitution or release of property under Sections

3.2 or 3.3; or

(e) in any other respect whatsoever as the Authority and the City deem necessary or desirable, if in the opinion of Bond Counsel such modifications or amendments do not materially adv ersely affect the

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interests of the Owners of the Notes or the owners of the Refunding Obligations, as applicable.

No such modification or amendment may (a) extend or have the effect of extending any Lease Payment Date or reducing any Lease Payment or any premium payable upon the prepayment thereof, without the express consent of the Owners of the affected Notes or the owners of the affected Refunding Obligations, as applicable, or (b) modify any of the rights or obligations of the Trustee (or any trustee, fiscal agent or paying agent for Refunding Obligations) without its written assent thereto. If the Trustee’s consent (or the consent of any trustee, fiscal agent or paying agent for Refunding Obligations) to such modification or amendment is required, the Trustee (or any trustee, fiscal agent or paying agent for Refunding Obligations) shall be entitled to the same documents as it would be entitled to under Article IX of the Indenture (or similar provisions under the Refunding Documents) for such type of modification or amendment.

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ECTION 7.6. Reserved.

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ECTION 7.7. Continuing Disclosure.

(a) The City shall comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed by the City as of the Closing Date, as originally executed and as it may be amended from time to time in accordance with its terms.

Notwithstanding any other provision of this Lease, failure of the City to comply with suc h Continuing Disclosure Certificate will not constitute an Event of Default, although any Participating Underwriter (as that term is defined in such Continuing Disclosure Certificate) or any Owner or beneficial owner of the Notes may take such actions as may be necessary and appropriate to compel performance by the City of its obligations under this Section, including seeking mandate or specific performance by court order.

(b) The City shall comply with and carry out all of the provisions of any continuing disclosure undertaking executed by the City in connection with the issuance of any Refunding Obligations, as originally executed and as it may be amended from time to time in accordance with its terms. Notwithstanding any other provision of this Lease, failure of the City to comply with such continuing disclosure undertaking will not constitute an Event of Default, although any Participating Underwriter (as that term is defined in such Continuing Disclosure Certificate) or any owner or beneficial owner of the Refunding Obligations may take such actions as may be necessary and appropriate to compel performance by the City of its obligations under this Section, including seeking mandate or specific performance by court order.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

SECTION 8.1. Events of Default Defined. Any one or more of the following events constitute an Event of Default hereunder:

(a) Failure by the City to pay any Lease Payment or other payment required to be paid hereunder at the time specified herein.

(b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in the preceding subsection (a), for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority or the Trustee (or any trustee, fiscal agent or paying agent for Refunding Obligations). If in the reasonable opinion of the City the failure stated in the notice can be corrected, but not within such 30-day period, the failure will not constitute an Event of Default if the City commences to cure the failure within such 30-day period and thereafter diligently and in good faith cures the failure in a reasonable period of time, such period of time not to be longer than 180 days after the delivery of such default notice.

(c) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted.

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ECTION 8.2. Remedies on Default. Whenever any Event of Default has happened and is continuing, the Authority may exercise any and all remedies available under law or granted under this Lease. Notwithstanding anything herein or in the Indenture to the contrary, neither the Authority nor the Trustee may accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Similarly, notwithstanding anything herein or in the Refunding Documents to the contrary, neither the Authority nor any trustee, fiscal agent or paying agent for the Refunding Obligations may accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each covenant hereof to be kept and performed by the City is expressly made a condition and upon the breach thereof the Authority may exercise any and all rights granted hereunder; except that no termination of this Lease may be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. Upon the occurrence and during the continuance of any Event of Default, the Authority may exercise each and every one of the following remedies, subject in all respects to the limitations set forth in Section 8.3.

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(a) Enforcement of Payments Without Termination. If the Authority does not elect to terminate this Lease in the manner hereinafter provided for in subparagraph (b) hereof, the City agrees to and shall remain liable for the payment of all Lease Payments and the performance of all conditions herein contained and shall reimburse the Authority for any deficiency arising out of the re -leasing of the Leased Property, or, if the Authority is unable to re-lease the Leased Property, then for the full amount of all Lease Payments to the end of the Term of this Lease, but said Lease Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder,
notwithstanding such entry or re-entry by the Authority or any suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re -entry or obtaining possession of the Leased Property or the exercise of any other remedy by the Authority.

The City hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the City to enter upon and re -lease the Leased Property upon the occurrence and continuation of an Event of Default and to remove all personal property whatsoever situated upon the Leased Property, to place the Leased Property in storage or other suitable place in the County of Alameda for the account of and at the expense of the City, and the City hereby exempts and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re- leasing of the Leased Property and the removal and storage of the Leased Property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease constitute full and sufficient notice of the right of the Authority to re-lease the Leased Property in the event of such re-entry without effecting a surrender of this Lease, and further agrees that no acts of the Authority in effecting such re-leasing shall constitute a surrender or termination of this Lease irrespective of the term for which such re- leasing is made or the terms and conditions of such re -leasing, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease shall vest in the Authority to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) hereof. The City agrees to surrender and quit possession of the Leased Property upon demand of the Authority for the purpose of enabling the Leased Property to be re- let under this paragraph, and the City further waives the right to any rental obtained by the Authority in excess of the Lease Payments and hereby conveys and releases such excess to the Authority as compensation to the Authority for its services in re-leasing the Leased Property.

(b) Termination of Lease. I
f an Event of Default occurs and is continuing
hereunder, the Authority at its option may terminate this Lease and re-lease all or any portion of the Leased Property. If the Authority terminates this Lease at its option and in the manner hereinafter provided on account of default by the City (and notwithstanding any re-entry upon the Leased Property by the Authority in any manner whatsoever or the re -leasing of the Leased Property), the City

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nevertheless agrees to pay to the Authority all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments and Additional Rental Payments. Any surplus received by the Authority from such re -leasing shall be deposited in the Debt Service Fund or the respective funds established under the Refunding Documents for payment of current debt service on the related issue of Refunding Obligations. Neither notice to pay rent or to deliver up possession of the premises given under law nor any proceeding in unlawful detainer taken by the Authority shall of itself operate to terminate this Lease, and no termination of this Lease on account of default by the City shall be or become effective by operation of law, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease. The City covenants and agrees that no surrender of the Leased Property, or of the remainder of the Term hereof or any termination of this Lease shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Authority by such written notice.

(c) Proceedings at Law or In Equity. If an Event of Default occurs and continues hereunder, the Authority may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder.

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ECTION 8.3. No Remedy Exclusive . No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy is cumulative and in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default impairs any such right or power or operates as a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article VIII it is not necessary to give any notice, other than as expressly required in this Article VIII or by law.

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ECTION 8.4. Agreement to Pay Attorneys’ Fees and Expenses. If the Authority or the City defaults under any of the provisions of this Lease and the nondefaulting party employs attorneys or incurs other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party will on demand therefor pay to the nondefaulting party the reasonable fees of such attorneys and such other expenses so incurred by the nondefaulting party; provided, however, that the Trustee (or the trustee, fiscal agent or paying agent for any Refunding Obligations) shall not be required to expend its own funds for any payment described in this Section.

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ECTION 8.5. No Additional Waiver Implied by One Waiver. If the Authority or the City breaches any agreement in this Lease and thereafter the other party waives the breach, such waiver is limited to the particular breach so waived and does not operate to waive any other breach hereunder.

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SECTION 8.6. Application of Proceeds. All net proceeds received from the re-lease of the Leased Property under this Article VIII, and all other amounts derived by the Authority or the Trustee as a result of the occurrence of an Event of Default, must be paid to and applied by the Trustee in accordance with Section 7.03 of the Indenture or the applicable provisions of the Refunding Documents.

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ECTION 8.7. Trustee and Note Owners to Exercise Rights . Such rights and remedies as are given to the Authority under this Article VIII have been assigned by the Authority to the Trustee under the Assignment Agreement for the benefit of the Note Owners, to which assignment the City hereby consents. The Trustee and the Note Owners shall exercise such rights and remedies in accordance with the Indenture.

Similarly, such rights and remedies as are given to the Authority under this Article VIII shall be assigned by the Authority under the Refunding Documents for the benefit of the owners of the Refunding Obligations, to which assignment the City hereby consents.

The trustee, fiscal agent or paying agent for any Refunding Obligations shall exercise such rights and remedies in accordance with the Refunding Documents.

ARTICLE IX

PREPAYMENT OF LEASE PAYMENTS

SECTION 9.1. Security Deposit.

(a) Notes. Notwithstanding any other provision of this Lease, the City may on any date secure the payment of the Lease Payments allocable to the Leased Property in whole or in part by depositing with the Trustee an amount of cash which, together with other available amounts on deposit in the funds and accounts established under the Indenture, is either:

(i) sufficient to pay such Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Appendix B, or

(bii invested in whole or in part in non-callable Federal Securities in such amount as will, in the opinion of an independent certified public accountant, (which opinion must be addressed and delivered to the Trustee), together with interest to accrue thereon and together with any cash which is so deposited, be fully sufficient to pay such Lease Payments when due under Section 4.3(a), as the City instructs at the time of said deposit.

If the City makes a security deposit under this Section with respect to all unpaid Lease Payments, and notwithstanding the provisions of Section 4.2, (a) the Term of this Lease will continue, (b) all obligations of the City under this Lease, and all security provided by this Lease for said Lease Payments, will thereupon cease and terminate, excepting only the obligation of the City to make, or cause to be made all of said Leas e Payments from such security deposit, and (c) under Section 4.7, title to the Leased

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Property will vest in the City on the date of said deposit automatically and without further action by the City or the Authority. Said security deposit constitutes a special fund for the payment of Lease Payments in accordance with the provisions of this Lease.

(b) Refunding Obligations. Notwithstanding any other provision of this Lease, the City may on any date secure the payment of the Lease Payments allocable to the Leased Property in whole or in part by depositing with the trustee, fiscal agent or paying agent for any Refunding Obligations an amount of cash which, together with other available amounts on deposit in the funds and accounts established under the Indenture, is either:

(i) sufficient to pay such Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Appendix B, or

(bii invested in whole or in part in non -callable federal securit ies in accordance with the Refunding Documents in such amount as will, in the opinion of an independent certified public accountant, (which opinion must be addressed and delivered to the trustee, fiscal agent or paying agent), together with interest to accrue thereon and together with any cash which is so deposited, be fully sufficient to pay such Lease Payments when due under Section 4.3(a), as the City instructs at the time of said deposit.

If the City makes a security deposit under this Section with respect to all unpaid Lease Payments, and notwithstanding the provisions of Section 4.2, (a) the Term of this Lease will continue, (b) all obligations of the City under this Lease, and all security provided by this Lease for said Lease Payments, will thereupon cease and terminate, excepting only the obligation of the City to make, or cause to be made all of said Lease Payments from such security deposit, and (c) under Section 4.7, title to the Leased Property will vest in the City on the date of said deposit automatically and without further action by the City or the Authority. Said security deposit constitutes a special fund for the payment of Lease Payments in accordance with the provisions of this Lease.

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ECTION 9.2. Optional Prepayment. The City has the option to prepay the principal components of the Lease Payments in whole, or in part in a manner consistent with Section 4.01(a) of the Indenture or the optional redemption provisions of the Refunding Documents, as applicable.

Such prepayment price related to the Notes shall be deposited by the Trustee in the Redemption Fund to be applied to the redemption of Note s under Section 4.01(a) of the Indenture. The City shall give 10 days’ written notice to the Trustee of its intention to prepay the Lease Payments under this Section.

While the Refunding Obligations are outstanding, the prepayment price related to any Refunding Obligations shall be deposited and the City shall provide notice as specified in the Refunding Documents.

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ECTION 9.3. Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain. As long as the Note s are Outstanding, the City shall prepay the principal components of the Lease Payments allocable to the Leased Property in whole or in part

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on any date, from and to the extent of any Net Proceeds of insurance award or eminent domain award with respect to the Leased Property theretofore deposited in the Redemption Fund for that purpose under Article VI hereof and Section 5.07 of the Indenture. Such Net Proceeds, to the extent remaining after payment of any delinquent Lease Payments, will be credited towards the City’s obligations under this Section and applied to the corresponding redemption of Notes under Section 4.01(b) of the Indenture.

As long as the Refunding Obligations are outstanding, the City shall prepay the principal components of the Lease Payments allocable to the Leased Property in whole or in part on any date, from and to the extent of any Net Proceeds of insurance award or eminent domain award with respect to the Leased Property theretofore deposited in the Redemption Fund for that purpose under Article VI hereof and the Refunding Documents.

Such Net Proceeds, to the extent remaining after payment of any delinquent Lease Payments, will be credited towards the City’s obligations under this Section and applied to the corresponding redemption of the Refunding Obligations.

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ECTION 9.4. Credit for Amounts on Deposit . As long as the Note s are Outstanding, if the principal components of the Lease Payments are prepaid in full under this Article IX, such that the Indenture is discharged by its terms as a result of such prepayment, at the written election of the City filed with the Trustee any or all amounts then on deposit in the Debt Service Fund (and the accounts therein) will be credited towards the amounts then required to be so prepaid.

As long as the Refunding Obligations are outstanding, if the principal components of the Lease Payments are prepaid in full under this Article IX, such that the Refunding Documents are discharged by their terms as a result of such prepayment, at the written election of the City filed with the trustee, fiscal agent or paying agent for the Refunding Obligations any or all amounts then on deposit in the funds established under the Refunding Documents for payment of current debt service on the related issue of Refunding Obligations will be credited towards the amounts then required to be so prepaid.

ARTICLE X

MISCELLANEOUS

SECTION 10.1. Notices. Any notice, request, complaint, demand or other communication under this Lease shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by facsimile transmission or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by facsimile transmission or other form of telecommunication, (b) 48 hours after deposit in the United States of America first class mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Authority, the City or the Trustee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

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If to the City City of Berkeley
or the Authority: 2180 Milvia St.

Berkeley, CA 94704
Attention: Director of Finance
Fax: (510) 981-6901

If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 333 S. Hope Street, Suite 2525
Los Angeles, CA 90071
Attention: Corporate Trust Department

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ECTION 10.2. Binding Effect . This Lease inures to the benefit of and binds the Authority, the City and their respective successors and assigns.

SECTION 10.3. Severability. If any provision of this Lease is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof.

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ECTION 10.4. Net-net-net Lease. This Lease is deemed and construed to be a “net-net-net lease” and the City hereby agrees that the Lease Payments are an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever.

SECTION 10.5. City Direction of Investments. The City may direct the Authority as to the investment of funds under the Indenture, subject to compliance with the provisions of Article V and Section 6.07 of the Indenture.

SECTION 10.6. Third Party Beneficiary. The Trustee is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary. The trustee, fiscal agent or paying agent for any Refunding Obligations is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary.

SECTION 10.7. Further Assurances and Corrective Instruments. The Authority and the City shall, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Leased Property hereby leased or intended so to be or for carrying out the expressed intention of this Lease.

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ECTION 10.8. Execution in Counterparts. This Lease may be executed in several counterparts, each of which is an original and all of which constitute but one and the same instrument.

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ECTION 10.9. Applicable Law. This Lease is governed by and construed in accordance with the laws of the State of California.

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ECTION 10.10. Authority and City Representatives . Whenever under the provisions of this Lease the approval of the Authority or the City is required, or the Authority or the City is required to take some action at the request of the other, such approval or such request shall be given for the Authority and for the City by an Authorized

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Representative thereof, and any party hereto may conclusively rely upon any such approval or request.

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ECTION 10.11. Captions. The captions or headings in this Lease are for convenience only and in no way define, limit or describe the sc ope or intent of any provisions or Section of this Lease.

IN WITNESS WHEREOF, the Authority and the City have caused this Lease to be executed in their respective names by their duly authorized officers, all as of the date first above written.

B

ERKELEY JOINT POWERS FINANCING
AUTHORITY, as lessor

By
Chief Administrative Officer

Attest:

City Clerk

C
ITY OF BERKELEY, as lessee

By
City Manager

Attest:

Secretary

A-1

APPENDIX A

DESCRIPTION OF THE LEASED PROPERTY

The property constituting the Leased Property consists of the land located in the City of Berkeley, County of Alameda, State of California, which is described as follows, including all buildings, improvements and facilities at any time situated thereon:

[To come]

B-1

APPENDIX B
SCHEDULE OF LEASE PAYMENTS*
Lease
Payment Date**
Principal
Component
Interest
Component
Aggregate
Lease Payment

* This Appendix B shall be revised by the Authority and the City in connection with the issuance of any Refunding Obligations.
** Lease Payment Dates are the Business Day immediately preceding each date listed in the schedule

C-1

APPENDIX C

DESCRIPTION OF THE PROJECT

The Project to be financed by the Notes consists of improvements to the real property and improvements located at 1250-1288 9th Street, 1226 9th Street, 1221 8th Street, 1223 8th Street, 1225 8 th Street and 1249 8 th Street, Berkeley, California, and such other improvements identified by the City from time to time .

Jones Hall draft 4-19-25

TO BE RECORDED AND WHEN RECORDED
RETURN TO:

Jones Hall
A Professional Law Corporation
475 Sansome Street, Suite 1700
San Francisco, CA 94111
Attention: Christopher K. Lynch, Esq.

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

MEMORANDUM OF LEASE AGREEMENT

This Memorandum of Lease Agreement (this “Memorandum of Lease”) is entered into as of June 1, 2025, by and between the BERKELEY JOINT POWERS FINANCING AUTHORITY, a joint exercise of powers agency organized and existing under the laws of the State of Califo rnia (the “Authority”), and the CITY OF BERKELEY, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”), who agree as follows:

1. The Site Lease. T he City has leased to the Authority and the Authority has leased from the City the Leased Property, as hereinafter defined, pursuant to the terms of a Site Lease dated as of June 1, 2025, and recorded concurrently herewith.

2. The Lease. The City hereby subleases from the Authority and the Authority subleases to the City certain land and improvements which are located in the County of Alameda, State of California, and are more particularly described in Exhibit A, attached hereto incorporated herein by reference (the “Leased Property”) upon the terms and conditions, more fully set forth in the Lease Agreement dated as of June 1, 2025, by and between the Authority as sublessor and the City as sublessee (the “Lease Agreement”), all of the provisions of which are hereby incorporated into this Memorandum of Lease Agreement by reference.

3. Term of the Lease. The Lease Agreement is for a term commencing as of the date of recording hereof and ending on October 1, 20[__] , or such earlier or later date on which the Lease Payments (as defined in the Lease Agreement) are paid in full or provision has been made for such payment in accordance with the Lease Agreement.

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If Refunding Obligations are issued, the Term of the Lease Agreement ends on the day that is 10 years after the final maturity date of such Refunding Obligations.

4. Assignment of Rights . The Authority has assigned certain of its rights under the Lease Agreement to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) pursuant to an Assignment Agreement dated as of June 1, 2025, by and between the Authority and the Trustee, which is being recorded concurrently herewith.

If Refunding Obligations are issued, the Authority will assign its rights under the Lease Agreement to the trustee, fiscal agent or paying agent for the Refunding Obligations.

5. Provisions Binding on Successors and Assigns. Subject to the provisions of the Lease Agreement relating to assignment and subletting, the Lease Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns.

6. Purpose of Memorandum. This Memorandum of Lease Agreement is prepared for the purpose of recordation, and it in no way modifies the provisions of the Lease Agreement.

7. Execution. This Memorandum of Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the Authority and the City have caused this Memorandum of Lease Agreement to be executed in their respective names by their duly authorized officers, as of the date first above written.

BERKELEY JOINT POWERS FINANCING

AUTHORITY,
as sublessor

By
Chief Administrative Officer

CITY OF BERKELEY,
as sublessee

By
City Manager

[notary forms]

A-1

EXHIBIT A

LEGAL DESCRIPTION

The property constituting the Leased Property consists of the land located in the City of Berkeley, County of Alameda, State of California, which is described as follows, including all buildings, improvements and facilities at any time situated thereon:

[To be inserted]

(End of Legal Description)

Jones Hall draft 4-19-25

TO BE RECORDED AND WHEN RECORDED
RETURN TO:

Jones Hall
A Professional Law Corporation
475 Sansome Street, Suite 1700
San Francisco, California 94111
Attention: Christopher K. Lynch, Esq.

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX UNDER SECTION 11929 OF THE REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES UNDER SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

SITE LEASE

This SITE LEASE (this “Site Lease”), dated for convenience as of June 1, 2025, is between the CITY OF BERKELEY, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California, as lessor (the “City”), and the BERKELEY JOINT POWERS FINANCING AUTHORITY, a joint powers authority duly organized and existing under the laws of the State of California, as lessee (the “Authority”).

BACKGROUND:

1. The City currently leases for f ire administration and t raining certain improvements located at 1250-1288 9
th Street, 1226 9th Street, 1221 8th Street, 1223 8th
Street, 1225 8th Street and 1249 8th Street, Berkeley, California 94710, under that certain Standard Multi-Tenant Office Lease - Gross dated as of June 27, 2024 (as amended and assigned from time to time, the “Existing Lease”), by and between Smith & Walters, Inc., a California corporation (the “Lessor”), and the City.

2. The City has a unilateral option to purchase the Fire Property under the Existing Lease.

3. Prior to exercising its right to purchase the Fire Property, the City intends to complete the construction of certain improvements to the Fire Property as may be identified from time to time by the City (the “ Project”). The City wishes to finance the construction of the Project.

4. To that end, the City has proposed to lease to the Authority certain real property and improvements, initially consisting of the two City fire stations, including land and improvements, as more particularly described in Appendix B attached hereto and by this reference incorporated herein (the “ Leased Property”), under this Site Lease, in

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consideration of the payment by the Authority of an upfront rental payment (the “ Site Lease Payment”) which is sufficient to provide funds for the construction of the Project.

5. The Authority has authorized the issuance of its Berkeley Joint Powers Financing Authority 2025 Lease Revenue Notes (Fire Administration and Training Project) (Federally Taxable) in the aggregate principal amount of $________ (the “Notes”) under an Indenture of Trust dated as of June 1, 2025 (the “Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee”), for the purpose of providing the funds to enable the Authority to pay the Site Lease Payment to the City in accordance with this Site Lease.

6. In order to provide revenues which are sufficient to enable the Authority to pay debt service on the Notes and any Refunding Obligations (as defined in the Indenture) issued in order to refund the Notes in order to comply with Section 5.11 of the Lease, the Authority has agreed to lease the Leased Property back to the City under a Lease Agreement dated as of June 1, 2025 (the “Lease”), a memorandum of which has been recorded concurrently herewith, under which the City has agreed to pay semiannual Lease Payments as the rental for the Leased Property thereunder.

7. The lease payments made by the City under the Lease have been assigned by the Authority to the Trustee for the security of the Notes under an Assignment Agreement dated as of June 1, 2025, between the Authority as assignor and the Trustee as assignee, which has been recorded concurrently herewith. Similarly, in connection with the issuance of Refunding Obligations, the lease payments will be assigned in accordance with the Refunding Documents (as defined herein).

AGREEMENT:

In consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows:

S
ECTION 1. Lease of Property to Authority. The City hereby leases the Leased Property to the Authority and the Authority hereby leases the Leased Property from the City, on the terms and conditions hereinafter set forth.

S
ECTION 2. Term; Possession. The term of this Site Lease commences on the date of recordation of this Site Lease and ends on the date on which the Indenture is discharged in accordance with Section 10.03 thereof, but under any circumstances not later than October 1, 20[__].

If Refunding Obligations are issued, the Term of this Site Lease ends on the day that is 10 years after the final maturity date of such Refunding Obligations.

The provisions of this Section 2 are subject in all respects to any other provisions of this Site Lease relating to the termination hereof.

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ECTION 3. Rental . The Authority shall pay to the City as and for rental of the Leased Property hereunder, the sum of $[__________] (the “Site Lease Payment”). The Site Lease Payment is due and payable upon the issuance of the Notes and the execution

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and delivery hereof, and will be paid from the proceeds of the Note s. The Authority and the City hereby find and determine that the total amount of the Site Lease Payment does not exceed the fair market value of the leasehold interest in the Leased Property which is conveyed hereunder by the City to the Authority. No other amount of rental is due and payable by the Authority for the use and occupancy of the Leased Property under this Site Lease.

As provided in the Indenture, a portion of the proceeds of the Notes will be applied to make the Site Lease Payment by depositing the Note proceeds it receives from the Original Purchaser in the Costs of Issuance Fund and the Project Fund.

SECTION 4. Leaseback to City. The Authority shall lease the Leased Property back to the City under the Lease.

SECTION 5. Assignments and Subleases. Unless the City is in default under the Lease, the Authority may not assign its rights under this Site Lease or sublet all or any portion of the Leased Property, except as provided in the Assignment Agreement and in the Lease, without the prior written consent of the City.

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ECTION 6. Substitution or Release of Property. If the City exercises its option under Section 3.2 of the Lease to substitute property for the Leased Property in whole or in part, such substitution shall also operate to substitute property for the Leased Property which is leased hereunder. If the City exercises its option under Section 3.3 of the Lease to release a portion of the Leased Property from the Lease, such substitution shall also operate to release such portion of the Leased Property hereunderThe description of the Leased Property which is leased under the Lease shall conform at all times to the description of the Leased Property which is leased hereunder.

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ECTION 7. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Leased Property, or any portion thereof, at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof.

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ECTION 8. Termination. The Authority agrees, upon the termination of this Site Lease, to quit and surrender the Leased Property in the same good order and condition as the Leased Property was in at the time of commencement of the term hereof, reasonable wear and tear excepted, and agrees that all buildings, improvements and structures then existing upon the Leased Property shall remain thereon and title thereto shall vest thereupon in the City for no additional consideration.

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ECTION 9. Default. If the Authority defaults in the performance of any obligation on its part to be performed under the terms of this Site Lease, which default continues for 30 days following notice and demand for correction thereof to the Authority, the City may exercise any and all remedies granted by law, except that no merger of this Site Lease and of the Lease shall be deemed to occur as a result thereof and no such remedy may include termination hereof; provided, however, that so long as the Lease remains in effect, the Lease Payments payable by the City under the Lease shall continue to be paid to the Trustee.

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ECTION 10. Quiet Enjoyment. The Authority at all times during the term of this Site Lease shall peaceably and quietly have, hold and enjoy all of the Leased Property,

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subject to the provisions of the Lease and subject only to Permitted Encumbrances (as that term is defined in the Lease).

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ECTION 11. Waiver of Personal Liability . All liabilities under this Site Lease on the part of the Authority are solely corporate liabilities of the Authority as a public entity, and the City hereby releases each and every member and officer of the Authority of and from any personal or individual liability under this Site Lease. No member or officer of the Authority or its governing board shall at any time or under any circumstances be individually or personally liable under this Site Lease for anything done or omitted to be done by the Authority hereunder.

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ECTION 12. Taxes . The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Leased Property and any improvements thereon.

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ECTION 13. Eminent Domain. If the whole or any part of the Leased Property or any improvements thereon is taken by eminent domain proceedings, the interest of the Authority shall be recognized and is hereby determined to be the amount of the then unpaid Lease Payments payable under the Lease and the balance of the award, if any, shall be paid to the City.

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ECTION 14. Partial Invalidity . If any one or more of the terms, provisions, covenants or conditions of this Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Site Lease shall be affected thereby, and each provision of this Site Lease shall be valid and enfor ceable to the fullest extent permitted by law.

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ECTION 15. Notices . Any notice, request, complaint, demand or other communication under this Site Lease shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopy, telex or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by telecopy, telex or other form of telecommunication, (b) 48 hours after deposit in the United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The City, the Authority and the Trustee (or any trustee, paying agent or fiscal agent for the Refunding Obligations) may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the City City of Berkeley
or the Authority: 2180 Milvia St.

Berkeley, CA 94704
Attention: Director of Finance
Fax: (510) 981-6901

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If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 333 S. Hope Street, Suite 2525
Los Angeles, CA 90071
Attention: Corporate Trust Department

SECTION 16. Amendment of this Site Lease . The Authority and the City may at any time amend or modify any of the provisions of this Site Lease, but only (a) with the prior written consent of the Owners of a majority in aggregate principal amount of the Outstanding Notes or the owners of a majority in aggregate principal amount of the Refunding Obligations, as applicable; or (b) without the consent of any of the Note Owners or the owners of the Refunding Obligations, as applicable, but only if such amendment or modification is for any one or more of the following purposes:

(i) to make cure any ambiguity, or to cure, correct or supplement any defective provision contained herein, or in any other respect whatsoever as the Authority and the City may deem necessary or desirable, provided that, in the opinion of Note Counsel, such modifications or amendments do not materially adversely affect the interests of the Owners of the Notes or the owners of the Refunding Obligations, as applicable;

(ii) to amend any provision hereof relating to the Tax Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exclusion from gross income of interest on the Notes or the Refunding Obligations, as applicable, under the Tax Code, in the opinion of Bond Counsel;

(iii) to conform to any amendment of the Indenture which is made thereto in accordance with Section 9.01 of the Indenture or the amendment provisions of the Refunding Documents, as applicable, or the Lease Agreement, which is made thereto in accordance with Section 7.5 of the Lease Agreement; or

(iv) for the purpose of effectuating any substitution or release of property under Section 6.

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ECTION 17. Governing Law. This Site Lease shall be construed in accordance with and governed by the Constitution and laws of the State of California.

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ECTION 18. Third Party Beneficiary. The Trustee is hereby made a third party beneficiary under this Site Lease with all rights of a third party beneficiary. The trustee, fiscal agent or paying agent for any Refunding Obligations is hereby made a third party beneficiary hereunder with all rights of a third party beneficiary

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ECTION 19. Binding Effect. This Site Lease inures to the benefit of and is binding upon the Authority, the City and their respective successors and assigns, subject, however, to the limitations contained herein.

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ECTION 20. 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 Site Lease.

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SECTION 21. Execution in Counterparts. This Site Lease 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. It is also agreed that separate counterparts of this Site Lease may be separately executed by the Authority and the City, all with the same force and effect as though the same counterpart had been executed by both the Authority and the City.

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ECTION 22. Defined Terms. All capitalized terms used herein and not otherwise defined have the respective meanings given those terms in the Indenture.

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

CITY OF BERKELEY, as lessor

By
City Manager

Attest:

City Clerk

BERKELEY JOINT POWERS FINANCING
AUTHORITY, as lessee

By
Chief Administrative Officer

Attest:

Secretary

A-1

APPENDIX A

DESCRIPTION OF THE LEASED PROPERTY

The property constituting the Leased Property consists of the land located in the City of Berkeley, County of Alameda, State of California, which is described as follows, including all buildings, improvements and facilities at any time situated thereon:

[To come]

Jones Hall draft 4-19-25

TO BE RECORDED AND WHEN RECORDED
RETURN TO:

Jones Hall, A Professional Law Corporation
475 Sansome Street, Suite 1700
San Francisco, California 94111
Attention: Christopher K. Lynch

THIS DOCUMENT IS EXEMPT FROM RECORDING FEES UNDER SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

ASSIGNMENT AGREEMENT

This A
SSIGNMENT AGREEMENT (this “Agreement”), dated for convenience as of June 1, 2025 , is between the BERKELEY JOINT POWERS FINANCING AUTHORITY, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”), and T
HE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

BACKGROUND:

1. The City of Berkeley (the “City”) currently leases for fire administration and training purposes certain buildings located at 1250-1288 9 th Street, 1226 9th Street, 1221
8th Street, 1223 8th Street, 1225 8th Street and 1249 8th Street, Berkeley, California 94710 (the “Fire Property”), under that certain Standard Multi-Tenant Office Lease - Gross dated as of June 27, 2024 (as amended and assigned from time to time, the “Existing Lease”), by and between Smith & Walters, Inc., a California corporation (the “ Lessor”), and the City

2. The City has a unilateral option to purchase the Fire Property under the Existing Lease.

3. Prior to exercising its right to purchase the Fire Property, the City intends to complete the construction of certain tenant improvements within the Fire Property as may be identified from time to time by the City (the “Project”). The City wishes to finance the construction of the Project.

4. To that end, the City has proposed to lease to the Authority certain real property and improvements, as more particularly described in Appendix A attached hereto and by this reference incorporated herein (the “Leased Property”), under a Site Lease,

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dated as of the date hereof, between the City and the Authority (the “ Site Lease”) in consideration of the payment by the Authority of an upfront rental payment (the “ Site Lease Payment ”) which is sufficient to provide funds for the prepayment of the construction of the Project. The Site Lease is being recorded concurrently herewith.

5. The Authority has authorized the issuance of its Berkeley Joint Powers Financing Authority 2025 Lease Revenue Notes (Fire Administration and Training Project) (Federally Taxable) in the aggregate principal amount of $___________ (the “Notes”) under an Indenture of Trust dated as of the date hereof (the “ Indenture”), between the Authority and the Trustee, for the purpose of providing the funds to enable the Authority to pay the Site Lease Payment to the City in accordance with the Site Lease.

6. In order to provide revenues which are sufficient to enable the Authority to pay debt service on the Notes and any Refunding Obligations (as defined in the Indenture) issued in order to refund the Notes in order to comply with Section 5.11 of this Lease, the Authority has agreed to lease the Leased Property back to the City under a Lease Agreement dated as of the date hereof (the “Lease”), a memorandum of which has been recorded concurrently herewith, under which the City has agreed to pay semiannual Lease Payments as the rental for the Leased Property thereunder.

7. The Authority has requested the Trustee to enter into this Agreement for the purpose of assigning certain of its rights under the Lease to the Trustee for the benefit of the Owners of the Notes.

AGREEMENT:

In consideration of the material covenants contained in this Agreement, the parties hereto hereby formally covenant, agree and bind themselves as follows:

S
ECTION 1. Defined Terms . All capitalized terms not otherwise defined herein have the respective meanings given those terms in the Trust Agreement.

S
ECTION 2. Assignment . The Authority hereby assigns to the Trustee, for the benefit of the Owners of all Notes which are issued and Outstanding under the Trust Agreement, all of the Authority’s rights under the Lease (excepting only the Authority’s rights under Sections 4.5, 5.10, 7.3 and 8.4 of the Lease and its rights to give consents and approvals under the Lease), including but not limited to:

(a) the right to receive and collect all of the Lease Payments from the City under the Lease;

(b) the right to receive and collect any proceeds of any insurance maintained thereunder with respect to the Leased Property, or any eminent domain award (or proceeds of sale under threat of eminent domain) paid with respect to the Leased Property; and

(c) the right to exercise such rights and remedies conferred on the Authority under the Lease as may be necessary or convenient (i) to enforce payment of the Lease Payments and any amounts required to be deposited in the Insurance and Condemnation Fund established

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under Section 5.07 of the Trust Agreement, or (ii) otherwise to protect the interests of the Owners of the Notes in the event of a defau lt by the City under the Lease.

The Trustee shall administer all of the rights assigned to it by the Authority under this Agreement in accordance with the provisions of the Trust Agreement , for the benefit of the Owners of Notes . The assignment made under this Section 2 is absolute and irrevocable, and without recourse to the Authority.

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ECTION 3. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of securing the payments due under the Lease and Trust Agreement to, and the rights under the Lease and Trust Agreement of, the Owners of the Notes, all subject to the provisions of the Trust Agreement. The recitals contained herein are those of the Authority and not of the Trustee, and the Trustee assumes no responsibility for the correctness thereof.

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ECTION 4. Conditions. This Agreement confers no rights and imposes no duties upon the Trustee beyond those expressly provided in the Trust Agreement . The assignment hereunder to the Trustee is solely in its capacity as Trustee under the Trust Agreement, and the Trustee shall have the same rights, protections, immunities and indemnities hereunder as afforded to it under the Trust Agreement.

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ECTION 5. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which is an original and all together constitute one and the same agreement. Separate counterparts of this Agreement may be separately executed by the Trustee and the Authority, both with the same force and effect as though the same counterpart had been executed by the Trustee and the Authority.

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ECTION 6. Binding Effect. This Agreement inures to the benefit of and binds the Authority and the Trustee, and their respective successors and assigns, subject, however, to the limitations contained herein.

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ECTION 7. Governing Law. This Agreement is governed by the Constitution and laws of the State of California.

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IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers as of the day and year first written above.

BERKELEY JOINT POWERS FINANCING

AUTHORITY

By
Chief Administrative Officer
Attest:

Secretary

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

By
Authorized Representative