(b) Resolution - Letter to Credit and Reimbursement Agreement

CHAPMAN DRAFT
APRIL 24, 2025
2203057
4459913

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
dated as of May 1, 2025
among

CITY OF SAN JOSE FINANCING AUTHORITY,

CITY OF SAN JOSE
and
TD BANK, N.A.,
as the Bank
relating to

CITY OF SAN JOSE FINANCING

AUTHORITY TAX-EXEMPT LEASE

REVENUE COMMERCIAL PAPER NOTES,
Series 1
and

CITY OF SAN JOSE FINANCING AUTHORITY

TAXABLE LEASE REVENUE
COMMERCIAL PAPER NOTES, SERIES 1-T

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -i-

TABLE OF CONTENTS

SECTION HEADING PAGE
ARTICLE I D EFINITIONS .................................................................................................2 Section 1.1. Certain Defined Terms ...........................................................................2 Section 1.2. Computation of Time Periods ..............................................................12 Section 1.3. Accounting Terms ................................................................................12 Section 1.4. Terms Defined in Trust Agreement .....................................................12 ARTICLE II A MOUNT AND TERMS OF THE LETTER OF CREDIT .......................................12 Section 2.1. The Letter of Credit .............................................................................12 Section 2.2. Issuance of the Letter of Credit ............................................................12 Section 2.3. Letter of Credit Fees ............................................................................12 Section 2.4. Payment of Amounts Drawn on Letter of Credit .................................12 Section 2.5. Principal Advances ..............................................................................13 Section 2.6. Conversion of Principal Advances to Term Loans; Term Loans:

Default Advances .................................................................................13 Section 2.7. Prepayment of Principal Advances or Term Loans: Reinstatement of Letter of Credit Amounts .....................................................................15 Section 2.8. Increased Costs; Capital Adequacy .....................................................15 Section 2.9. Payments and Computations ................................................................18 Section 2.10. Extension of Stated Expiration Date; Reduction in Stated Amount ....19 Section 2.11. Evidence of Debt; Revolving Note ......................................................20 Section 2.12. Obligations Absolute ...........................................................................20 Section 2.13. Termination, Acceptance of Alternate Credit Facility .........................21 Section 2.14. Pledge by the Authority .......................................................................21 Section 2.15. Maximum Interest Rate; Payment of Fee ............................................21 ARTICLE III C ONDITIONS OF ISSUANCE ..........................................................................22 Section 3.1. Conditions Precedent to Issuance of the Letter of Credit ....................22 ARTICLE IV R EPRESENTATIONS AND WARRANTIES ........................................................26 Section 4.1. City Representations and Warranties ...................................................26 Section 4.2. Authority Representations and Warranties ..........................................30 ARTICLE V C OVENANTS ................................................................................................33 Section 5.1. Covenants .............................................................................................33 ARTICLE VI E VENTS OF DEFAULT ..................................................................................41 Section 6.1. Events of Default .................................................................................41 Section 6.2. Upon an Event of Default ....................................................................43

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -ii-
ARTICLE VII M ISCELLANEOUS .........................................................................................44 Section 7.1. Amendments and Waivers ..................................................................44 Section 7.2. Notices .................................................................................................44 Section 7.3. No Waiver; Remedies ..........................................................................46 Section 7.4. Indemnification ....................................................................................46 Section 7.5. Liability of the Bank ............................................................................47 Section 7.6. No Advisory or Fiduciary Relationship ...............................................48 Section 7.7. Binding Effect ......................................................................................48 Section 7.8. Severability ..........................................................................................49 Section 7.9. Approvals .............................................................................................49 Section 7.10. Governing Law and Jurisdiction ..........................................................49 Section 7.11. Headings ..............................................................................................50 Section 7.12. Counterparts .........................................................................................50 Section 7.13. Integration ............................................................................................50 Section 7.14. USA Patriot Act ...................................................................................51 Section 7.15. US QFC Stay Rules .............................................................................51 Section 7.16. EMMA Postings...................................................................................52 Section 7.17. Electronic Execution of Certain Documents........................................52

Exhibit A — Form of Letter of Credit
Exhibit B — Form of Revolving Note
Exhibit C — Form of Request for Extension of Stated Expiration Exhibit D — Form of Request for Decrease in Stated Amount Exhibit E — Form of No-Issuance Notice
Exhibit F — Form of Final Drawing Notice

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
This LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of May 1, 2025 ( as amended, restated, supplemented, or otherwise modified in accordance with the terms set forth herein, this “Agreement”), is by and among the CITY OF SAN JOSE FINANCING AUTHORITY (the “Authority”), the CITY OF SAN JOSE (the “City”) and TD Bank, N.A. (together with its successor and assigns, the “Bank”).

WHEREAS, pursuant to the Amended and Restated Trust Agreement, dated as of June 1, 2005,by and between the Authority and Computershare Trust Company, National Association (as successor in interest to Wells Fargo Bank, National Association) , as Trustee, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof (the “Trust Agreement”), the Authority from time to time has issued its (i) Tax-Exempt Lease Revenue Commercial Paper Notes, Series 1 (the “Ta x‑Exempt Series 1 Notes”), (ii) Taxable Lease Revenue Commercial Paper Notes, Series 1 -T (the “Taxable Series 1‑T Notes,” and together with the Tax
- E
xempt Series 1 Notes, the “Series 1 Notes” ), (iii)
Tax-Exempt Lease Revenue Commercial Paper Notes, Series 2 (the “Tax- Exempt Series 2 Notes”), and (iv) Taxable Lease Revenue Commercial Paper Notes, Series 2 -T (the “Taxable Series 2-T Notes,” and together with the Tax
- E
xempt Series 2 Notes, the “Series 2 Notes”), for
the purpose, among others, of financing capital improvements of the City and making working capital advances to the City to allow the City to meet its cash flow needs; WHEREAS, U.S. Bank National Association, as the prior bank (the “Prior Bank” ), previously issued its irrevocable direct pay letter of credit (the “Prior Letter of Credit” ) in the amount of $187,945,206 pursuant to a Letter of Credit and Reimbursement Agreement, dated as of February 1, 2013 (as amended, restated, supplemented or otherwise modified to date, the “Prior Reimbursement Agreement”), by and among the Authority, the City, and the Prior Bank, to provide support for the payment of principal of and interest on the Series 2 Notes, and the Prior Letter of Credit has an expiration date of June 20, 2025;1 WHEREAS, the delivery of one or more irrevocable direct -pay letters of credit to support the payment of principal and interest on the Series 1 Notes and the Series 2 Notes (collectively, the “Notes” and each a “Series of Notes”) is a condition precedent to the issuance of each Series of Notes under the Trust Agreement;
W
HEREAS, as of the date hereof, the Authority is authorized to issue each Series of Notes in the aggregate principal amount not to exceed $175,000,000 outstanding at any such time pursuant to and in accordance with the Trust Agreement and the Issuing and Paying Agent Agreement (as defined herein);

WHEREAS, to provide support for the payment of principal of and interest on the Series 1 Notes, the Bank has agreed to issue and deliver to the Issuing and Paying Agent (as defined

1 Bond counsel to provide current maturity date.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -2-
herein) its irrevocable direct - pay letter of credit (the “Letter of Credit” ) pursuant to this Agreement and the Fee Letter (as defined herein) in the amount of $187,945,206; WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Agreement.

NOW, THEREFORE, in consideration of the premises, in reliance on the representations, warranties, covenants, and other agreements hereinafter contained and referenced, and for other good, valuable, and fair considerations and reasonably equivalent value, the receipt and sufficiency of which are hereby recognized and acknowledged by all parties hereto, the Authority, the City and the Bank hereby agree as follows:

RTICLE I

DEFINITIONS
Section 1.1. Certain Defined Terms . The following terms, as used herein, have the following meanings:
“ACFR” has the meaning set forth in Section 5.1(a)(i) of this Agreement. “Additional Payment” has the meaning set forth in the Sublease. “Advance” means any Principal Advance or Default Advance. “Advance Rate” means a rate per annum equal to (i ) the Alternative Base Rate for the period from the date of such Principal Advance to and including the date thirty (30) days thereafter; (ii) the Alternative Base Rate plus 1.00% per annum for the period from the date thirty-one (31) days after the date of such Principal Advance to and including the date ninety (90) days thereafter; (iii) the Alternative Base Rate plus 2.00% per annum for the period from the date ninety-one (91) days after the date of such Principal Advance to and including the date one hundred eighty (180) thereafter; and (iv) the Term Loan Rate for the period from the date one hundred eighty-one (181) days after the date of such Principal Advance and thereafter; provided, however, that immediately and automatically upon the occurrence of an Event of Default (and without any notice given with respect thereto) and during the continuance of such Event of Default, “Advance Rate” shall mean the Default Rate; and provided, further, that at no time shall the Advance Rate be less than the highest rate on any outstanding Series 1 Notes. “Agreement” has the meaning set forth in the introductory paragraph to this Agreement. “Alternate Credit Facility” has the meaning set forth in the Trust Agreement.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -3-
“Alternative Base Rate” means, for any day, the highest of (i ) the Prime Rate, in effect on such date, plus one percent (1.0%), (ii ) the Federal Funds Rate, in effect on such date, plus two percent (2.0%), or (iii) seven percent (7.0%).
“Amortization Period” has the meaning set forth in Section 2.6(b) of this Agreement. “Assignment” means the Memorandum of Assignment, dated as of January 1, 2004, by and among the Authority, the Trustee and State Street Bank and Trust Company, as agent of then providers of a letters of credit, as amended or supplemented from time to time up to and including the Seventh Amendment to Memorandum of Assignment, dated as of May 1, 2025, by and among the Authority, the Trustee and the Bank, and as from time to time after the date hereof further amended or supplemented on or after the date hereof in accordance therewith and with Section

5.1(b) hereof.
“Authority” has the meaning set forth in the first paragraph of this Agreement. “Authorized Representative” has the meaning set forth in the Trust Agreement. “Bank” has the meaning set forth in the first paragraph of this Agreement. “Bank Agreement ” means any credit agreement, liquidity agreement, standby bond purchase agreement, reimbursement agreement, direct purchase agreement (such as a continuing covenant agreement or supplemental bondholder’s agreement), bond purchase agreement, or other agreement or instrument (or any amendment, supplement or other modification thereof) under which, directly or indirectly, any Person or Persons undertake(s) to make payment of or provide funds to make payment of, or to purchase or provide credit enhancement for bonds, notes or other obligations of the City relating to any Lease Revenue Debt. “Base Rental Payments” has the meaning given to the term “Base Rental” in the Trust Agreement.
“Base Rental Period” has the meaning set forth in the Trust Agreement. “Business Day” means any day other than (i ) a Saturday or Sunday or a day on which banking institutions are authorized or required by law or executive order to be closed in the State of California or in New York for commercial banking purposes; (ii) a day on which the New York Stock Exchange is authorized or required by law or executive order to be closed; and (iii ) a day upon which commercial banks are authorized or required by law or executive order to be closed in the cities and states in which demands for payment may be presented under the Letter of Credit. “Certificate for Drawing” has the meaning set forth in the Letter of Credit. “Certificate for Final Drawing” has the meaning set forth in the Letter of Credit. “Change in Law” means the occurrence, after the Date of Issuance , of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -4-
in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and ( ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III or any successor Basel accord, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. “City” has the meaning set forth in the introductory paragraph hereof. “City Representative” has the meaning set forth in the Trust Agreement. “Components” has the meaning set forth in the Sublease. “Contingent Obligation” means, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any indebtedness, leases, dividends, or other obligations (“primary obligations”) of any other Person (the “primary obligor” ) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation, or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii ) to purchase property, securities, or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.
“Credit Event” means any one of the following: the issuance of the Letter of Credit , or the making of any Principal Advance or Term Loan.
“Date of Issuance” means May [___], 2025, subject to the satisfaction of the conditions precedent set forth in Section 3.1 hereof or waiver of such conditions by the Bank. “Dealer” means, with respect to the Series 1 Notes, any Dealer appointed by the Authority pursuant to a Dealer Agreement, or any successors or assigns permitted under such Dealer Agreement or any other dealer for the Series 1 Notes appointed by the Authority. The

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -5-
Dealers as of the Date of Issuance are Barclays Capital, Inc., TD Securities (USA) LLC , and Morgan Stanley & Co. LLC.
“Dealer Agreements” means, collectively, each Commercial Paper Dealer Agreement, dated as of May 1, 2025, by and between the Authority and one of Barclays Capital, Inc., TD Securities (USA) LLC and Morgan Stanley & Co. LLC, each as a Dealer, providing for the acceptance by such Dealer of the duties and obligations imposed thereby and imposing certain other duties and obligations as the same shall have been amended, supplemented or otherwise modified as permitted thereby.
“Debt” means, with respect to any Person, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person as lessee under capital leases or finance leases; (c) all obligations of such Person to pay the deferred purchase price of property or services; (d) certificates of participation evidencing an undivided ownership interest in payments made by such Person as lessee under capital leases, as purchaser under an installment sale agreement or otherwise as an obligor in connection therewith; (e) all Guarantees by such Person of Debt of another Person; (f) the face amount of any letter of credit issued for the account of such Person and, without duplication, all drafts drawn and reimbursement obligations arising thereunder, (g) all Debt of a second Person secured by any lien on any property owned by such first Person, whether or not such Debt has been assumed; (h) all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, including but not limited to, take-or-pay or similar obligations; (i) all Contingent Obligations of such Person; and (j) all obligations under Swap Contracts; provided that with respect to the City, Debt shall exclude conduit, enterprise and other Debt that have no claim on the General Fund of the City.
“Decrease Date” means each Decrease Date set forth in the form of Annex E, Notice of Reduction in Stated Amount.
“Default” means an event which with the giving of notice or passage of time, or both, shall constitute an Event of Default.
“Default Advance” has the meaning set forth in Section 2.6(c) of this Agreement. “Default Rate” means, on any particular date, a rate of interest per annum equal to the Alternative Base Rate in effect on such date, plus 4.00% per annum. “Environmental Law” means any federal, state, or local statute, law, rule, regulation, ordinance, code, policy, or rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree, or judgment, relating to health, safety, or the environment or to Hazardous Materials, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act,

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -6-
as amended, 15 U.S.C. § 2601 et seq.; the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.; the Safe Drinking Water Act, as amended, 42 U.S.C. § 3608 et. seq. ; the California Superfund Statute, Cal. Health & Safety C. § 25300 et seq.; legislation promulgated pursuant to the California Safe Drinking Water and Toxic Enforcement Act of 1986 ( “Proposition 65”), Cal.

Health & Safety C. § 25249.5 et seq.; Environmental Protection Agency regulations pertaining to asbestos, including 40 C.F.R. Part 61, Subpart M; and Occupational Safety and Health Administration regulations pertaining to asbestos, including 29 C.F.R. § 1910.1001 and 1926.58. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.
“Event of Default” has the meaning set forth in Section 6.1 of this Agreement. “Excluded Taxes” means, with respect to the Bank or any Participant Bank, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Bank or such Participant Bank is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jur isdiction in which the City or Authority is located.
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the next preceding Business Day; provided that: (a) if such day is not a Business Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on such next preceding Business Day; and (b) if no such rate is so published on such next preceding Business Day, then the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of one-hundredth of one percent) charged to the Bank on such day on such transactions as determined by the Bank.

Notwithstanding anything herein to the contrary, if the Federal Funds Rate as determined as provided above would be less than zero percent (0.0%), then the Federal Funds Rate shall be deemed to be zero percent (0.0%).
“Fee Letter” means the Fee Agreement dated May [__], 2025, by and among the Bank, the Authority and the City regarding certain fees, costs and expenses, as the same may be amended from time to time thereafter in accordance with the terms thereof. “Final Drawing Notice” means the written instruction given by the Bank to the City, the Authority, and the Issuing and Paying Agent pursuant to Section 6.2(ii) hereof in the form attached hereto as Exhibit F and to the Issuing and Paying Agent in the form of Annex H attached to the Letter of Credit.
“Fiscal Year” means the twelve- month period commencing on July 1 of each year; provided, however, that the City may, from time to time, agree on a different twelve-month period as the Fiscal Year.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -7-
“Fitch” means Fitch Ratings, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, except that if such corporation shall no longer perform the functions of a securities rating agency for any reason, the term “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“General Fund” means the General Fund of the City.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra -national bodies such as the European Union or the European Central Bank).
“Hazardous Materials” means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls, and radon gas; (b) any chemicals, materials, or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials” extremely hazardous wastes, “restricted wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “special wastes,” or “pollutants,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material, or substance, exposure to which is prohibited, limited, or regulated by any governmental authority. “Indemnified Taxes” means Taxes other than Excluded Taxes. “Interest Coverage Amount” has the meaning assigned that term in the Letter of Credit. “Issuing and Paying Agent Agreement” means the Third Amended and Restated Issuing and Paying Agent Agreement, dated as of May 1, 2025, by and between the Authority and Computershare Trust Company, National Association, as Issuing and Paying Agent for the Notes, providing for the acceptance by such Issuing and Paying Agent of the duties and obligations imposed thereby and imposing certain other duties and obligations, as the same shall have been amended, supplemented or otherwise modified as permitted thereby and hereby. “Issuing and Paying Agent” means the Issuing and Paying Agent appointed with respect to the Notes pursuant to Article V of the Trust Agreement, and having the duties, responsibilities and rights provided for therein, and its successor or successors and any other bank or trust company which may at any time be substituted in its place pursuant thereto. “Lease Revenue Debt” means any Debt issued by or on behalf of the City, other than the Notes and the other Related Documents, the payment of which is payable from lease revenue rental payments payable from the G eneral Fund of the City for the use and occupancy of real property.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -8-
“Letter of Credit” means the irrevocable direct pay letter of credit issued by the Bank on May [__], 2025, in substantially the form of Exhibit A hereto, as amended from time to time in accordance therewith.
“Letter of Credit Fee” has the meaning set forth in the Fee Letter. “Material City Debt” means any Debt of the City which is outstanding in a principal amount of $25,000,000 or more.
“Maximum Base Rental” has the meaning set forth in the Sublease. “Minimum Required Rental Payment” has the meaning set forth in the Sublease. “Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, except that if such corporation shall no longer perform the functions of a securities rating agency for any reason, the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“No-Issuance Notice” means the written instruction given by the Bank to the City, the Authority and the Issuing and Paying Agent pursuant to Section 6.2(i) hereof in the form attached hereto as Exhibit E, and given to the Issuing and Paying Agent in the form of Annex G attached to the Letter of Credit.
“Noteholder,” “Holder of Notes” or “Holder” or any similar term, when used with reference to a Series 1 Note or Series 1 Notes, means any person who shall be the bearer of any Outstanding Notes not registered, or the registered owner of any Outstanding Series 1 Note or Series 1 Notes which shall at the time be registered other than to bearer as provided in the Trust Agreement.
“Notes” has the meaning set forth in the recitals to this Agreement. “Notice of Reduction in Stated Amount” means a notice from the Bank to the Issuing and Paying Agent in the form of Annex E to the Letter of Credit. “Notice of Extension” means a notice from the Bank to the Issuing and Paying Agent in the form of Annex F to the Letter of Credit.
“Obligations” means the Reimbursement Obligations (which includes amounts owing to the Bank evidenced by the Revolving Note) and all other obligations of the City or the Authority to the Bank arising under or in relation to this Agreement (including the Fee Letter). “Offering Memorandum” means the Offering Memorandum dated [_________], 2025 with respect to the Series 1 Notes, prepared in connection with the Series 1 Notes and any supplements or amendments thereto, and the documents, if any, incorporated therein by reference.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -9-
“Outstanding” when used in reference to Series 1 Notes means, as of a particular date, all Series 1 Notes authenticated and delivered pursuant to the Trust Agreement except: (i) any Series 1 Note cancelled at or before such date, (ii ) any Series 1 Note deemed to have been paid in accordance with the Trust Agreement and (iii ) any Series 1 Note in lieu of or in substitution for which another Series 1 Note shall have been authenticated and delivered pursuant to the Trust Agreement.
“Participant Bank” means any institution to which the Bank has granted a participation in or assigned, sold, or otherwise transferred the whole or any part of the Bank’s rights or obligations (or both) under this Agreement or any other Related Document. “Person” means any natural person, firm, partnership, association, corporation, joint exercise of powers authority or public body.
“Pledged Property” has the meaning set forth in the Trust Agreement. “Prime Rate” means the then current rate of interest published by The Wall Street Journal from time to time as the “U.S. Prime Rate” or, in the event The Wall Street Journal ceases to be published, goes on strike, is otherwise not published or ceases publication of “Prime Rates”, the base, reference or other rate then designated by the Bank , in its sole discretion, for general commercial loan reference (it being understood that such rate shall not necessarily be the best or lowest rate of interest available to the Bank’s best or most preferred prime, large commercial customers). Notwithstanding anything herein to the contrary, if the Prime Rate determined as provided above would be less than zero percent (0.0%), then the Prime Rate shall be deemed to be zero percent (0.0%).
“Principal Advance” has the meaning set forth in Section 2.5 of this Agreement. “Prior Bank” has the meaning set forth in the recitals to this Agreement. “Prior Letter of Credit” has the meaning set forth in the recitals to this Agreement. “Prior Reimbursement Agreement” has the meaning set forth in the recitals to this Agreement.
“Property” has the meaning set forth in the Trust Agreement. “Quarterly Date” means the first day of each January, April, July and October. “Rating Agency” means Fitch, Moody’s or S&P.
“Reference Rate” means the rate of interest publicly announced from time to time by the Bank as its prime rate. It is a rate set by the Bank based upon various factors including the Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -10-
change in the Reference Rate announced by the Bank shall take effect at the opening of business on the day specified in the public announcement of such change. “Reimbursement Obligations” means any and all amounts including, but not limited to, fees, expenses, amounts drawn under the Letter of Credit, Principal Advances, Term Loans and Default Advances, which may from time to time be owing by the Authority to the Bank under this Agreement.
“Related Documents” means the Trust Agreement, the Letter of Credit, this Agreement, the Fee Letter, the Series 1 Notes, the Revolving Note, the Issuing and Paying Agent Agreement, the Offering Memorandum, the Site Lease, the Sublease, the Dealer Agreements and the Assignment.
“Request for Extension” shall mean a notice from the Authority to the Bank in the form of Exhibit C attached hereto.
“Revolving Note” means the Authority’s revolving note, substantially in the form of Exhibit B attached hereto, and as from time to time amended or supplemented in accordance therewith, issued to the Bank pursuant to Section 2.11 hereof, to evidence the indebtedness of the Authority due and owing to the Bank under this Agreement with respect to amounts drawn on the Letter of Credit.
“S&P” means S&P’s Global Ratings , its successors and assigns, except that if such corporation shall no longer perform the functions of a securities rating agency for any reason, the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority.
“Sanctions” has the meaning set forth in Section 4.1(r) hereof. “Series 1 Notes” has the meaning set forth in the recitals to this Agreement. “Site Lease” means the Site Lease, dated as of January 1, 2004, by and between the City and the Authority, as amended or supplemented from time to time up to and including the Sixth Amendment to Site Lease, dated as of May 1, 2025, by and between the City and the Authority, and as from time to time after the date hereof further amended or supplemented in accordance therewith and with Section 5.1(b) hereof.
“State” means the State of California.
“Stated Amount” has the meaning set forth in the Letter of Credit. “Stated Expiration Date” means, with respect to the Letter of Credit, the date set forth in the Letter of Credit as the date on which the Letter of Credit is stated to expire (i.e., initially, May

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -11-
[__], [2030]2), unless terminated in accordance with its terms or as extended in accordance with this Agreement and the Letter of Credit.
“Sublease” means the Sublease, dated as of January 1, 2004, by and between the City and the Authority, by and between the City and the Authority, as amended or supplemented from time to time up to and including the Eighth Amendment to Sublease, dated as of May 1, 2025, by and between the City and the Authority, and as from time to time after the date hereof further amended or supplemented in accordance therewith and with Section 5.l(b) hereof. “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.
“Tax-Exempt Series 1 Notes” has the meaning set forth in the recitals to this Agreement. “Taxable Series 1-T Notes” has the meaning set forth in the recitals to this Agreement. “Term Loan” and “Term Loans” each has the meaning set forth in Section 2.6(a) of this Agreement.
“Term Loan Conversion Date” has the meaning set forth in Section 2.6(a) of this Agreement.
“Term Loan Rate” means the Alternative Base Rate plus 3.00%. “Termination Date” has the meaning set forth in the Letter of Credit.

2 Bank to confirm tenor.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -12-
“Trust Agreement” has the meaning set forth in the recitals to this Agreement. “Trustee” means Computershare Trust Company, National Association (as successor in interest to Wells Fargo Bank, National Association) , and its successor or successors, and any other person which may at any time be substituted in its place pursuant to the Trust Agreement.

Section 1.2. Computation of Time Periods. In this Agreement, in the computation of, a period of time from a specified date to a later specified date, unless otherwise specified herein, the word “from” means “from and including” and the words “till” and “until” each mean “to but excluding.” All references to time shall mean New York City time, whether or not so expressed.

Section 1.3. Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with generally accepted United States accounting principles consistently applied.

Section 1.4. Terms Defined in Trust Agreement. Any capitalized term not defined herein has the meaning ascribed to such term in the Trust Agreement.

RTICLE II

AMOUNT AND TERMS OF THE LETTER OF CREDIT
Section 2.1. The Letter of Credit . The Bank agrees, on the terms and conditions hereinafter set forth, to issue the Letter of Credit to the Issuing and Paying Agent in the Stated Amount as of the Date of Issuance and expiring by its terms not later than the Stated Expiration Date.

Section 2.2. Issuance of the Letter of Credit. The Bank will issue the Letter of Credit to the Issuing and Paying Agent on the Date of Issuance upon fulfillment of the applicable conditions precedent set forth in Section 3.1 hereof.

Section 2.3. Letter of Credit Fees. The Authority, or the City, on behalf of the Authority, shall pay to the Bank the fees, expenses and payments described in the Fee Letter at the times and in the amounts specified in the Fee Letter . The terms and provisions of the Fee Letter are incorporated herein by reference. Any reference herein or in the Fee Letter to fees and/or other amounts or obligations payable hereunder shall include, without limitation, all fees and other amounts or obligations (including without limitation fees and expenses) payable pursuant to the Fee Letter, and any reference to this Agreement shall be deemed to include a reference to the Fee Letter. The Fee Letter and this Agreement shall be construed as one agreement between the Agency and the Bank and all obligations under the Fee Letter shall be construed as obligations hereunder. All fees payable pursuant to this Agreement and the Fee Letter shall be deemed to be fully earned when due and non-refundable when paid.

Section 2.4. Payment of Amounts Drawn on Letter of Credit. (a) The Authority will pay or cause to be paid to the Bank an amount equal to that amount drawn under the Letter of Credit

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -13-
pursuant to any (i) Certificate for Drawing with respect to the payment of accrued interest on maturing Series 1 Notes or, subject to the provisions of Section 2.5 hereof, any Certificate for Drawing with respect to the payment of principal of maturing Series 1 Notes, or (ii) Certificate for Final Drawing, on the same Business Day such drawing is honored. (b) Any amount drawn under the Letter of Credit pursuant to a Certificate for Drawing or Certificate for Final Drawing that is not repaid to the Bank when due as provided in clause (a) of Section 2.4 hereof, shall bear interest at the Default Rate until paid in full, payable on demand.

Principal Advances and Default Advances shall be repaid to the Bank as provided in Sections 2.5 and 2.6 hereof.
(c) Any amount drawn under the Letter of Credit shall be noted by the Bank as principal due and owing on the grid attached to the Revolving Note pursuant to Section 2.11 hereof.

Section 2.5. Principal Advances. If the Bank shall make any payment under the Letter of Credit pursuant to a Certificate for Drawing with respect to the payment of principal of maturing Series 1 Notes and the conditions precedent set forth in Section 3.2 hereof shall have been fulfilled, and the Authority (at its option) does not reimburse or cause to be reimbursed the Bank in connection therewith on the same Business Day, then such payment shall constitute a principal advance made by the Bank to the Authority on the date and in the amount of such payment (each such advance being a “Principal Advance” and, collectively, the “Principal Advances”). The Authority shall pay interest on the unpaid amount of each Principal Advance from the date that such Principal Advance is made by the Bank until such amount is repaid in full. Such interest shall be payable monthly in arrears (based on the actual days elapsed since the date of such Principal Advance, divided by 365), on the first day of each calendar month during the term of each Principal Advance and, with respect to any such amount repaid, on the date any such amount is repaid, at a rate per annum equal to the Advance Rate.

Section 2.6. Conversion of Principal Advances to Term Loans; Term Loans: Default Advances. (a) Subject to the satisfaction of the conditions precedent set forth in Section 3.2 hereof, any amount of a Principal Advance (but not a Default Advance) remaining unpaid by the Authority, or the City, on behalf of the Authority, to the Bank under Section 2.5 hereof on or prior to the first to occur of (i ) the one hundred eighty -first (181st) day after the date on which such Principal Advance was made, or (ii ) the Stated Expiration Date (the “Term Loan Conversion Date”) shall be converted to a term loan (each, a “Term Loan” and, collectively, the “Term Loans”).
(b) The Authority, or the City, on behalf of the Authority, shall repay or cause to be repaid the principal amount of each Term Loan in installments as to principal, commencing on the first Quarterly Payment Date commencing after the Term Loan Conversion Date and on each Quarterly Payment Date thereafter, and on the date which is the earlier of (i ) the third (3 rd)
anniversary of such Term Loan Conversion Date , (ii) the third (3 rd) anniversary of the Stated Expiration Date or (iii) such earlier date on whic h the Letter of Credit has been replaced by an Alternate Credit Facility (the foregoing period with respect to each Term Loan, the “Amortization Period”). The principal amount of each Term Loan shall be amortized over such three -year period in equal quarterly installments of principal; provided, however, that the unpaid amount of

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -14-
each Term Loan shall be paid or caused to be paid by the Authority, or the City, on behalf of the Authority, in each year only to the extent of the available Maximum Base Rental for (and in any event only to the extent of the then available fair rental value of) the Components subject to the Sublease for such Base Rental Period (taking into consideration all amounts then due and payable under any Series 1 Notes), and to the extent not so repaid, such Term Loan shall be paid or caused to be paid by the Authority, or the City, on behalf of the Authority, during each subsequent Base Rental Period, to the extent owed, to the extent of the available Maximum Base Rental for (and in any event only to the extent of the then available fair rental value of) the Components subject to the Sublease for each such subsequent Base Rental Period ( taking into consideration all amounts then due and payable under any Series 1 Notes) , and such Term Loan shall continue to be an obligation of the City pursuant to the Sublease to be paid on or before the expiration of the Amortization Period. The Authority, or the City, on behalf of the Authority, may prepay or cause to be prepaid the outstanding amount of any Term Loan in whole or in part with accrued interest to the date of such prepayment on the amount prepaid. The amount of the Letter of Credit and the amounts available to be drawn thereunder by the Issuing and Paying Agent shall not be increased with respect to the conversion of a Principal Advance to a Term Loan. Each Term Loan shall bear interest at the Term Loan Rate, payable monthly in arrears on the first Business Day of each calendar month during the term of such Term Loan and on the date on which the final installment of principal of the Term Loan is payable.
(c) If (i) the Bank shall make any payment under the Letter of Credit pursuant to (A) a Certificate for Drawing with respect to the payment of principal of maturing Series 1 Notes and the conditions set forth in Section 3.2 hereof shall not have been fulfilled on the date thereof, and the Authority fails to reimburse or cause to be reimbursed the Bank on the same Business Day in connection therewith, or (B) a Certificate for Final Drawing, and the Authority fails to reimburse or cause to be reimbursed the Bank in connection therewith, (ii) the Bank shall have made a Principal Advance to the Authority and the conditions set forth in Section 3.2 hereof shall have not been fulfilled on the Term Loan Conversion Date , or (iii) if an Event of Default shall have occurred while any Principal Advance or Term Loan remains outstanding, such payment or Principal Advance or Term Loan, as applicable, shall constitute a default advance (and not a Principal Advance) made by the Bank to the Authority on the date and in the amount of such payment under the Letter of Credit or on such other date (each such default advance being a “Default Advance” and, collectively, the “Default Advances”). The Authority hereby agrees to pay to the Bank (i) interest at the Default Rate on any amount of the Default Advance remaining unpaid by the Authority to the Bank from the date of such Default Advance until payment in full, payable in arrears, upon demand, and (ii ) the unpaid amount of each Default Advance immediately upon demand by the Bank but if no demand is made, then on each Quarterly Date in an amount equal to the then fair rental value with respect to the Components subject to the Sublease for such quarterly period; provided, however, that the unpaid amount of each Default Advance shall be paid by the Authority in each year only to the extent of the then fair rental value with respect to the Components subject to the Sublease for such Base Rental Period, and to the extent not so repaid, such Default Advance shall be paid during each subsequent Base Rental Period, to the extent owed, to the ext ent of the then fair rental value with respect to the Components subject to the Sublease for each such subsequent Base Rental Period, and such Default Advance shall continue to be an obligation of the City pursuant to the Sublease.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -15-
Section 2.7. Prepayment of Principal Advances or Term Loans: Reinstatement of Letter of Credit Amounts. (a) The Authority may prepay the amount of any Principal Advance or Term Loan outstanding in whole or in part with accrued interest to the date of such repayment on the amount prepaid. Any prepayment in part under this Section 2.7(a) shall be applied by the Bank against each such Principal Advance or Term Loan, as the case may be, in the order in which each such Principal Advance or Term Loan, as the case may be, was made. (b) Any prepayment made under Section 2.7(a) shall be applied by the Bank as a reimbursement of the related drawing (and as a prepayment of the Principal Advance or Term Loan, as the case may be, resulting from such drawing) and, in the case of a prepayment of a Principal Advance or Term Loan, as the case may be, the Authority irrevocably authorizes the Bank to reinstate the amount available to be drawn under the Letter of Credit by the amount of such prepayment; provided, however, that the Issuing and Paying Agent shall not deliver any Series 1 Notes (the aggregate principal and interest of which is payable from the amount of the Letter of Credit so reinstated) for sale or otherwise until the Letter of Credit has been reinstated pursuant to the terms of this Agreement and the Letter of Credit. The amount of the Letter of Credit and the amounts available to be drawn thereunder by the Issuing and Paying Agent by any Certificate for Drawing or Certificate for Final Drawing shall not be increased with respect to repayments of Default Advances, unless otherwise agreed to by the Bank. (c) In the event that the Issuing and Paying Agent delivers any Series 1 Notes while any Principal Advance or Term Loan, as the case may be, or any portion of any Principal Advance , Default Advance or Term Loan, as the case may be, remains unpaid, the Authority shall apply the proceeds of any such Series 1 Notes to the prepayment of such outstanding Principal Advance, Default Advance or Term Loan. Any prepayment in part under this Section 2.7(c) shall be applied against each such Principal Advance, Default Advance or Term Loan, as the case may be, in the order in which each such Principal Advance, Default Advance or Term Loan, as the case may be, was made.

Section 2.8. Increased Costs; Capital Adequacy. (a) If any Change in Law shall:
(i) subject the Bank or any Participant Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to the Bank or any Participant Bank or participations therein with respect to this Agreement, the Letter of Credit or the Revolving Note, or
(ii) impose or increase or deem applicable any reserve, liquidity ratio, assessment, insurance charge, special deposit , compulsory loan, or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Bank or any Participant Bank with respect to this Agreement, the Letter of Credit or the Revolving Note, or
(iii) impose any other condition the result of which is to increase the cost to the Bank or any Participant Bank with respect to this Agreement, the Letter of Credit or the Revolving Note or participations therein, or requires the Bank or any Participant Bank to

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -16-
make any payment calculated with respect to this Agreement, the Letter of Credit or the Revolving Note or participations therein,
and the result of any of the foregoing is to increase the cost to the Bank or any Participant Bank or the Bank’s or Participant Bank’s parent or holding company, as the case may be, with respect to this Agreement, the Letter of Credit or the Revolving Note or participations therein or of issuing or participating with respect to this Agreement, the Letter of Credit or the Revolving Note or to reduce the return received by the Bank or any Participant Bank or the Bank’s or the Participant Bank’s parent or holding company, as the case may be, in connection with this Agreement, the Letter of Credit or the Re volving Note or participations therein, then the Bank shall notify the Authority and the City thereof by delivery of a certificate of an officer of the Bank or such Participant Bank of the nature described in the next sentence , and the Authority, or the City, on behalf of the Authority, shall pay, from Additional Rental paid by the City under the Sublease, to the Bank (on behalf any Participant Bank or the Bank’s or the Participant Bank’s parent or holding company) promptly, and in any event within thirty (30) days after receipt by the City and the Authority of such notice, such additional amount or amounts as will compensate the Bank or such Participant Bank or the Bank’s or the Participant Bank’s parent or holding company, as the case may be, for such increased cost or reduction in amount received. A certificate providing reasonable detail setting forth such increase in cost, reduction in income or additional expense or reduced amount (including such detail as the City may reasonably request) shall be submitted by the Bank to the City and, absent manifest error, shall be conclusive as to the amount thereof . In making the determinations contemplated by the above referenced certificate, the Bank or such Participant Bank may make such reasonable estimates, assumptions, allocations and the like that the Bank or such Participant Bank in good faith determines to be appropriate. (b) If the Bank or any Participant Bank determines that any Change in Law affecting the Bank or any Participant Bank or the Bank’s or the Participant Bank’s parent or holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s or Participant Bank’s capital or liquidity or on the capital or liquidity of such Bank’s or Participant Bank’s parent or holding company, if any, as a consequence of this Agreement, the Letter of Credit, or the Revolving Note to a level below that which such Bank or Participant Bank or the Bank’s or such Participant Bank’s parent or holding company could have achieved but for such Change in Law (taking into consideration the Bank or such Participant Bank’s policies and the policies of the Bank’s or such Participant Bank’s holding company with respect to capital adequacy ), then the Bank (on behalf of itself or such Participant Bank or the Bank’s or Participant Bank’s parent or holding company, as the case may be) shall notify the Authority and the City thereof by delivery of a certificate of an officer of the Bank or such Participant Bank of the nature described in the next sentence , and the Authority, or the City, on behalf of the Authority, shall pay, from Additional Rental paid by the City under the Sublease, the Bank (on behalf of itself or such Participant Bank or the Bank’s or Participant Bank’s parent or holding company) promptly, and in any event within thirty (30) days after receipt by the City and the Authority of such notice, the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which the Bank or such Participant Bank or the Bank’s or such Participant Bank’s parent or holding company determines is attributable to this Agreement, the Letter of Credit or the Revolving Note, its Outstanding Credit Exposure, as the case may be, hereunder (taking into consideration the Bank or such Participant Bank ’s policies

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -17-
and the policies of the Bank’s or such Participant Bank’s holding company with respect to capital adequacy). A certificate setting forth such amount (including such detail as the City may reasonably request), and the manner of calculating the same as determined by the Bank or such Participant Bank (on behalf of itself or such Participant Bank or the Bank’s or Participant Bank’s parent or holding company, as the case may be), shall be submitted by the Bank to the City and, absent manifest error, shall be conclusive as to the amount thereof; provided however, neither the City nor the Authority shall be obligated to pay such additional compensation for a period up to 180 days prior to the notification thereof, except where (i) the Bank or Participant Bank, as applicable, had no actual knowledge of the action resulting in regarding such capital or liquidity requirements, as of the date which is 180 days prior to the notification thereof or (ii) such capital or liquidity requirements apply to the Bank or Participant Bank retroactively to a date prior to the date which is 180 days prior to the notification thereof. A certificate providing reasonable detail setting forth such reduction in rate of return on capital (including such detail as the City may reasonably request), and the manner of calculating the same as determined by the Bank or such Participant Bank, shall be submitted by the Bank to the City and the Authority and, absent manifest error, shall be conclusive as to the amount thereof. In making the determi nations contemplated by the above referenced certificate, the Bank or such Participant Bank may make such reasonable estimates, assumptions, allocations and the like that the Bank or such Participant Bank in good faith determines to be appropriate.
(c) The Bank shall notify the Authority and the City of any such impending or announced change in law, regulation or interpretation referred to in subsection (a) or (b) of this Section 2.8 promptly upon receipt by it of actual notice of such change; provided, however, that any delay or failure to so notify the Authority or the City shall not in any manner relieve the Authority and the City of their obligations under this Section 2.8. (d) Notwithstanding anything to the contrary in this Section 2.8, in the event the Bank grants any participation to any Participant Bank pursuant to Section 7.7(b) hereof, neither the Authority nor the City shall have any obligation to pay amounts pursuant to this Section 2.8 in an amount greater than that which it would have been required to pay if the Bank had not granted such participation.
(e) Failure or delay on the part of the Bank or a Participant Bank to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of the Bank’s or the Participant Bank’s right to demand such compensation; provided that the City and the Authority shall not be required to compensate the Bank or such Participant Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that the Bank or such Participant Bank notifies the City and the Authority of the Change in Law giving rise to such increased costs or reductions and of the Bank’s or such Participant Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). For the avoidance of doubt, increased costs incurred by the Bank’s or such Participant Bank’s parent or any corporation controlling the Bank or such Participant Bank, as applicable, shall be without duplication of any increased costs incurred by the Bank or such Participant Bank.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -18-
Section 2.9. Payments and Computations. (a) The Authority shall make or cause to be made each payment hereunder (i ) representing reimbursement pursuant to Section 2.4 hereof to the Bank of the amount drawn on the Bank pursuant to a Certificate for Drawing or Certificate for Final Drawing made under the Letter of Credit not later than 3:00 p.m. (New York City time), and (ii) not later than 1:00 p.m. (New York City time) for all other payments, in any such case, on the day when due, in lawful money of the United States of America to the account of the Bank at its address set forth in Section 7.2 in immediately available funds; provided, however, that whenever any payment hereunder shall be due on a day that is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time; and provided, further that the Authority shall be permitted to make any payment pursuant to Section 2.3 hereof in next day funds if such payment is made (i) on the Business Day immediately preceding the date on which such payment would otherwise have been due and (ii) in an amount equal to the amount that would have been required to have been paid had the payment not been made in next day funds in reliance upon this proviso.

Payment received by the Bank after the applicable time set forth in this Section 2.9 shall be considered to have been made on the next succeeding Business Day. Computations of the Alternative Base Rate, the Term Loan Rate, the Reference Rate and the Default Rate hereunder shall be made by the Bank on the basis of a year of 365 days, for the actual number of days elapsed.
(b) Any and all payments to the Bank by the Authority hereunder or with respect to the Series 1 Notes shall be made free and clear of and without deduction or withholding for any and all Indemnified Taxes. If the Authority shall be required by law to deduct or withhold any Indemnified Taxes imposed by the United States of America or any political subdivision thereof from or in respect of any sum payable hereunder or with respect to the Series 1 Notes, then (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Bank or such Participant Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Authority shall make such deductions and (iii) the Authority shall timely pay the full amount deducted to the applicable authority and shall make any payment under this Section to or for the benefit of the Bank or such Participant Bank with respect to Indemnified Taxes and if the Bank or such Participant Bank shall claim any credit or deduction for such Indemnified Taxes against any other taxes payable by the Bank or such Participant Bank to any taxing jurisdiction in the United States of America, then the Bank or such Participant Bank shall pay to the Authority an amount equal to the amount by which such other taxes are actually reduced; provided, that the aggregate amount payable by the Bank or such Participant Bank pursuant to this sentence shall not exceed the aggregate amount previously paid by the Authority with respect to such Indemnified Taxes. In addition, the Authority agrees to pay any present or future stamp, recording or documentary taxes and any other excise or property taxes, charges or similar levies that arise under the laws of the United States of America or any state of the United States from any payment made h ereunder or under the Series 1 Note s or from the execution or delivery of this Agreement or the Series 1 Notes, or otherwise with respect to this Agreement or the Series 1 Notes (hereinafter referred to as “Other Taxes”). The Bank or such Participant Bank shall provide to the Authority within a reasonable time a copy of any written notification it receives with respect to Indemnified Taxes or Other Taxes owing by the Authority to the Bank

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -19-
or such Participant Bank hereunder; provided, that the Bank’s or such Participant Bank’s failure to send such notice shall not relieve the Authority of its obligation to pay such amounts hereunder. (c) The Authority shall, to the fullest extent permitted by law and subject to the provisions hereof, from Additional Rental paid by the City under the Sublease , pay the Bank or such Participant Bank for the full amount of Indemnified Taxes and Other Taxes including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section paid by the Bank or such Participant Bank or any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided, that the Authority shall not be obligated to pay the Bank or such Participant Bank for any penalties, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Bank’s or such Participant Bank’s gross negligence or willful misconduct. The Bank or such Participant Bank agrees to give notice to the Authority of the assertion of any claim against the Bank or such Participant Bank relating to such Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided, that the Bank’s or such Participant Bank’s failure to notify the Authority promptly of such assertion shall not relieve the Authority of its obligation under this Section. Payments by the Authority pursuant to this Section shall be from Additional Rental paid by the City under the Sublease, within forty -five (45) days from the date the Bank or such Participant Bank mak es written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Bank or such Participant Bank agrees to repay to the Authority any refund (including that portion of any interest that wa s included as part of such refund) with respect to Indemnified Taxes or Other Taxes paid by the Authority pursuant to this Section received by the Bank or such Participant Bank for Indemnified Taxes or Other Taxes that were paid by the Authority pursuant to this Section and to contest, with the cooperation and at the expense of the Authority, any such Indemnified Taxes or Other Taxes which the Bank or such Participant Bank or the Authority reasonably believes not to have been properly assessed.
(d) Within forty-five (45) days after the date of any payment of Indemnified Taxes by the Authority, the Authority shall furnish to the Bank or such Participant Bank, as applicable, the original or a certified copy of a receipt evidencing payment thereof. (e) Without prejudice to the survival of any other agreement of the City or the Authority hereunder, the agreements and obligations of the Authority contained in this Section shall survive the termination of this Agreement and the payment in full of the Series 1 Notes and the obligations of the Authority and the City thereunder and hereunder.

Section 2.10. Extension of Stated Expiration Date; Reduction in Stated Amount. (a) Extension of Stated Expiration Date. On the Date of Issuance, the Stated Expiration Date shall initially be May [__], [2030]
3; provided that such date shall be subject to extension at any time following the then scheduled Stated Expiration Date, as set forth below and in the Letter

3 Tenor to be confirmed.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -20-
of Credit. On any date which is not less than ninety (90) days prior to the Stated Expiration Date, the Authority and the City may request in writing that the Bank extend the Stated Expiration Date for an additional term of one or more years or such other period as the Authority, the City and the Bank may agree by delivery to the Bank of a Request for Extension. Within thirty (30) days of the date of any such Request for Extension, the Bank will notify the Authority and the City in writing of its decision in its absolute discretion whether to extend for such additional period, the Stated Expiration Date for purposes of this Agreement and the Letter of Credit, including in such notice the extended Stated Expiration Date and the conditions of such consent (i ncluding conditions relating to legal documentation and the consent of the Issuing and Paying Agent) . If the Bank does so agree to extend, the Bank shall deliver an executed Notice of Extension to the Issuing and Paying Agent. If the Bank shall not so notify the Authority and the City, the Bank shall be deemed to have denied any such extension.
(b) Reduction in Stated Amount. The Authority and the City may elect to reduce the Stated Amount of the Letter of Credit from time to time prior to the Termination Date by delivery of a Request for Decrease in Stated Amount in the Form of Exhibit D to the Bank, upon receipt of which the Bank will notify the Issuing and Paying Agent by means of a notice substantially in the form attached to the Letter of Credit as Annex E, thereby reducing the Stated Amount, all as set forth in the Letter of Credit. Upon such reduction, the Stated Amount of the Letter of Credit shall not be less than the principal amount of all outstanding Series 1 Notes plus the Interest Coverage Amount with respect to such Series 1 Notes.

Section 2.11. Evidence of Debt; Revolving Note. The Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Authority resulting from each drawing under the Letter of Credit and from each Advance and Term Loan made from time to time hereunder and the amounts of principal and interest payable and paid from time to time hereunder. In any legal action or proceeding in respect of this Agreement, the entries made in such accounts shall be prima facie evidence of the existence and amounts of the obligations of the Authority therein recorded.

To evidence the indebtedness of the Authority due and owing to the Bank under this Agreement with respect to amounts drawn under the Letter of Credit, the Authority will issue the Revolving Note, substantially in the form of Exhibit B attached hereto, to the Bank on the Date of Issuance. The Bank shall note on the grid attached to the Revolving Note principal amounts owing to the Bank, and the maturity schedule therefor pursuant to Sections 2.5 and 2.6 respecting outstanding Advances and Term Loans with interest until payment in full pursuant to the terms of the Revolving Note.

Section 2.12. Obligations Absolute . The obligations of the Authority under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms thereof, under all circumstances whatsoever, including without limitation the following circumstances:
(a) any lack of validity or enforceability of any of the Related Documents;

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -21-
(b) any amendment to, waiver of or consent to departure from any provision of, this Agreement or any of the other Related Documents; (c) the existence of any claim, set -off; defense or other right which the Authority or the City may have at any time against the Trustee, the Issuing and Paying Agent, the Dealer or the Bank (other than the defense of the payment to the Bank in accordance with the terms of this Agreement) or any beneficiary or any transferee of the Letter of Credit (or any person or entity for whom any such beneficiary or any such transferee may be acting), the Bank or any other Person, whether in connection with this Agreement, any other Related Document or any unrelated transaction; (d) any statement or any other document presented under the Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; or
(e) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

Notwithstanding the foregoing, the obligations of the Authority under this Agreement are a special obligation of the Authority payable solely from the Pledged Property. To the extent the City pays any obligation of the Authority under this Agreement, such payment shall be deemed to be payment by the Authority of such obligation.

Section 2.13. Termination, Acceptance of Alternate Credit Facility . Upon thirty (30) days’ written notice to the Bank, the Authority may terminate the Letter of Credit prior to the Stated Expiration Date , subject to the terms and conditions of the Trust Agreement and upon payment to the Bank of all Obligations including, without limitation, any Advance, any Term Loan, any fees owing under the Fee Letter, if applicable, at or prior to the time of, as applicable, such termination.

Section 2.14. Pledge by the Authority . To provide security to the Bank for the payment by the Authority of the Obligations and any and all amounts now or hereafter owing to the Bank under this Agreement, the Fee Letter and the Revolving Note, the Authority hereby pledges to the Bank the Pledged Property. The pledge of the Pledged Property made by the Authority hereunder is valid, binding and perfected from the time when it is made and the Pledged Property so pledged shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid, binding and perfected as against all parties having claims of any kind in tort, contract or otherwise against the Authority irrespective of whether such parties have notice thereof . No instrument by which such pledges are created nor any financing statement need be recorded or filed. Such lien shall be on a parity with the lien in favor of the Bank and the Issuing and Paying Agent and the Trustee on the Pledged Property under the Trust Agreement.

Section 2.15. Maximum Interest Rate; Payment of Fee. If the rate of interest payable hereunder shall exceed any maximum interest rate permitted by law for any period for which interest is payable, then (i) interest at such maximum interest rate shall be due and payable with

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -22-
respect to such interest period and (ii) interest at the rate equal to the difference between (A) the rate of interest calculated in accordance with the terms hereof and (B ) such maximum interest rate (the “Excess Interest”), shall be deferred until such date as the rate of interest calculated in accordance with the terms hereof ceases to exceed such maximum interest rate, at which time the Authority shall pay or cause to be paid to the Bank, with respect to amounts then payable to the Bank that are required to accrue interest hereunder, such portion of the deferred Excess Interest as will cause the rate of interest then paid to the Bank to equal such maximum interest rate, which payments of deferred Excess Interest shall continue to apply to such unpaid amounts hereunder until all deferred Excess Interest is fully paid to the Bank . Upon the termination of this Agreement, in consideration for any limitation of the rate of interest which may otherwise be payable hereunder, the Authority shall pay to the Bank a fee equal to the amount of all unpaid deferred Excess Interest (the “Excess Interest Fee”); provided that the Excess Interest Fee shall be payable as and to the extent that the available Maximum Base Rental for (and in any event only to the extent of the then fair rental value of) the Components subject to the Sublease for such Base Rental Period exceeds the sum of all other Obligations remaining unpaid hereunder and under the Fee Letter and the amount of interest accruing on the Series 1 Notes during such Base Rental Period . In accordance with Section 5922 of the California Government Code, the Authority hereby represents and warrants that the obligations of the Authority under the Revolving Note and all other Obligations hereunder and under the Fee Letter are not subject to any limitation as to maximum interest rate.

RTICLE III

CONDITIONS OF ISSUANCE
Section 3.1. Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit is subject to the fulfillment of the following conditions precedent on or before the Date of Issuance in form and substance and in a manner satisfactory to the Bank:
(a) The Bank shall have received:
(i) Certified copies of the resolutions of the Authority and the City approving this Agreement, the Fee Letter, the other Related Documents and the other matters contemplated hereby, and all other documents, including records of proceedings of the Authority and the City, instruments, governmental approvals, third party approvals and opinions as the Bank and its counsel may reasonably request evidencing any other necessary action.
(ii) A certificate of the Authority and the City stating the names and true signatures of the officers of the Authority and the City authorized to sign this Agreement, the Fee Letter, the other Related Documents and the other documents to be delivered by the Authority and the City concurrently with this Agreement.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -23-
(iii) Executed or conformed, certified copies of each of the other Related Documents in form and substance satisfactory to the Bank, including, but not limited to, the Trust Agreement, the Site Lease, as amended and supplemented to date, the Sublease , as amended and supplemented to date, the Offering Memorandum, the Issuing and Paying Agent Agreement and the Assignment as amended and supplemented to date.
(iv) A letter addressed to the Bank from Anzel Galvan LLP , Note Counsel, entitling the Bank to rely on such firm’s approving Note opinion addressed to the Authority, together with an opinion to the effect that the delivery of the Letter of Credit complies with the requirements of Section 6.02 of the Trust Agreement and does not, in and of itself, adversely affect the exclusion of interest on the Tax-Exempt Series 1 Notes for federal income tax purposes provided that such Tax-Exempt Series 1 Notes shall remain outstanding on the Date of Issuance. (v) An opinion of Anzel Galvan LLP , Note Counsel, in form and substance satisfactory to the Bank and its counsel, addressed to the Bank, to the effect that (A ) this Agreement, the Fee Letter and the other Related Documents have been duly authorized, executed and delivered by the Authority and the City and constitutes a legal, valid and binding agreement of the Authority and the City enforceable against the Authority and the City in accordance with its terms (except that (i) the enforcement of the Agreement, the Fee Letter and the other Related Documents may be limited by bankruptcy and other similar laws relating to creditors’ rights, (ii ) certain equitable remedies may be unavailable and (iii ) the indemnification provision may be limited by securities laws and public policy), (B) the Letter of Credit satisfies the terms and conditions of the Trust Agreement, (C) the Bank is entitled to the benefits of the Trust Agreement on a parity with all holders of the Series 1 Notes, (D ) the Authority and the City have the authority and power to execute this Agreement, the Fee Letter and the other Related Documents, and (E) the lien securing the Obligations is a valid and binding lien on the Pledged Property.
(vi) The Revolving Note duly executed and delivered by the Authority to the Bank.
(vii) A certificate of the City setting forth the annual fair rental value of each Component.
(viii) Certificates of the Authority and the City stating that (A ) on the Date of Issuance, no event has occurred and is continuing, or would result from the issuance of the Letter of Credit, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and that (B ) on the Date of Issuance and after giving effect to the issuance of the Letter of Credit, all representations and warranties of the Authority and the City contained herein or otherwise made in writing in connection herewith

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -24-
shall be true and correct with the same force and effect as though such representations and warranties had been made on and as of such time. (ix) An opinion of the City Attorney of the City as counsel to the Authority, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank.
(x) An opinion of the City Attorney of the City as counsel to the City, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank.
(xi) Audited financial statements for the City for the two most recently available Fiscal Years and the most recent operating budget summaries for the City’s General Fund for the current Fiscal Year.
(xii) Evidence of title insurance on the Components in the form of a CLTA leasehold policy (1990) of title insurance insuring the Trustee and naming the Bank as an additional insured, in an amount not less than the Stated Amount , subject only to such exceptions as shall be reasonably acceptable to the Bank, with such endorsements and affirmative coverages as may be reasonably required by the Bank, including such endorsements as may be reasonably required by the Bank, and otherwise in form and substance rea sonably satisfactory to the Bank and its counsel and issued by an insurance company acceptable to the Bank and its counsel and authorized to issue such insurance in the State of California. (xiii) Evidence of the City’s current hazard and rental interruption insurance for the Components (which rental interruption insurance shall be for a period of two (2) years), and such insurance shall be satisfactory to the Bank. The Bank shall also have received a certificate from the City’s Risk Manager stating that the City’s current policies of insurance and any self-insurance maintained by the City comply with the provisions of Section 4.3 of the Sublease . Any such commercial insurance policies shall name the Bank as loss payees and additional insured and shall be issued by insurers rated “A” or better by Best’s or approved by the Bank.
(xiv) Certificates of the Trustee and the Issuing and Paying Agent (1) evidencing the signatures and offices of officers of each executing the other Related Documents to which they are a party and being delivered concurrently herewith and (2) with respect to the Issuing and Paying Agent, authorized to draw on the Letter of Credit, and with respect to such other matters as the Bank may reasonably request, and an opinion of counsel to each of the Issuing and Paying Agent and the Trustee, in form and substance satisfactory to the Bank and its counsel, and addressed to the Bank.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -25-
(xv) Evidence satisfactory to the Bank and its counsel that t he Prior Letter of Credit has been canceled by the Trustee and surrendered to the Prior Bank on the Date of Issuance.
(xvi) Evidence satisfactory to the Bank and its counsel that t he Prior Bank shall have received all amounts due and owing to it under the Prior Reimbursement Agreement pursuant to invoices provided to the City by the Prior Bank.
(xvii) The Offering Memorandum.
(xviii) (A) A CUSIP number available for the Revolving Note that is different from any CUSIP number assigned to the Series 1 Notes ; and (B) the Revolving Note (and its CUSIP number) has been assigned a long- term rating of at least “BBB+” from Fitch or S&P, or at least “Baa1” from Moody’s, as applicable.
(xix) Such other documents, certificates, opinions, approvals and filings with respect to this Agreement and the other Related Documents as the Bank may reasonably request, including, but not limited, such documents that are required pursuant to Section 6.02 of the Trust Agreement.
(b) The Bank shall have received written confirmation that the Series 1 Notes have been rated “[__]” by Moody’s, “[__]” by S&P, and “[__]”by Fitch, and that the underlying long-term credit ratings assigned to the Lease Revenue Debt are rated at least “Aa2” by Moody’s, “AA” by S&P and “AA” by Fitch, as applicable. (c) All other legal matters pertaining to the execution and delivery of this Agreement, the other Related Documents and the issuance of the first installment of the Series 1 Notes shall be reasonably satisfactory to the Bank and its counsel. (d) The Authority shall have made payment to the Bank of all amounts due on the Date of Issuance under the Fee Letter.
(e) The Bank shall have determined that no material adverse change in the financial, operational, or legal condition of the City or the Authority, as determined in the sole discretion of the Bank, shall have occurred.

Section 3.2. Conditions Precedent to Each Credit Event. As a condition precedent to the occurrence of each Credit Event hereunder, including the initial Credit Event, the following conditions shall be satisfied on the date of such Credit Event:
(a) no Default or Event of Default shall have occurred and be continuing; and

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -26-
(b) the representations and warranties made by the Authority and the City in Article 4 hereof shall be true and correct in all material respects on and as of such date, as if made on and as of such date.
(c) no No-Issuance Notice is in effect and no Final Drawing Notice is in effect.

On the occurrence of each Credit Event, the Authority shall be deemed to have represented and warranted that the foregoing conditions precedent have been satisfied.

S
ection 3.3. No-Issuance Notice; Final Drawing Notice. The Bank may deliver a No-Issuance Notice, in accordance with Section 6.2(i) hereof and Section 7.2 hereof, to the City and the Authority in the form of Exhibit E attached hereto and to Issuing and Paying Agent in the form of Annex G attached to the Letter of Credit at any time that the Bank shall have determined that an Event of Default shall have occurred and is continuing. The Bank may deliver a Final Drawing Notice, in accordance with Section 6.1(ii) hereof and Section 7.2 hereof, to the City and the Authority in the form of Exhibit F attached hereto and to the Issuing and Paying Agent in the form of Annex H attached to the Letter of Credit at any time when an Event of Default shall have occurred and be continuing. Upon receipt of a No-Issuance Notice or Final Drawing Notice, the Issuing and Paying Agent shall cease issuing and authenticating Series 1 Notes, as provided in Section 3.01 of the Trust Agreement, unless and until such No - I
ssuance Notice or Final Drawing
Notice is rescinded. Any such notice received after 10:00 A.M. (New York City time) shall be deemed to have been received on the next following Business Day. The Bank shall not incur any liability as a result of the Bank’s giving of any No - Issuance Notice or Final Drawing Notice , which, in its good faith judgment, the Bank determines to be in accordance with this Section 3.3.

Notwithstanding anything in this Section 3.3 which may be to the contrary, a No -Issuance Notice shall not affect the obligation of the Bank to honor demands for payment under the Letter of Credit with respect to Series 1 Notes authenticated prior to the receipt by the Issuing and Paying Agent of such No
-
Issuance Notice, and the Issuing and Paying Agent shall continue to have the right to draw under the Letter of Credit to pay the principal of and accrued interest on maturing Series 1 Notes authenticated prior to the receipt by the Issuing and Paying Agent of such No -Issuance Notice.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
Section 4.1. City Representations and Warranties. The City hereby makes the following representations and warranties to the Bank:
(a) Existence. The City is validly existing as a charter city and municipal corporation duly organized and created and validly existing under the laws and Constitution of the State, with full right and power to own its properties and to carry on its affairs as now being conducted and to execute, deliver and perform its obligations under this Agreement and each of the other Related Document to which it is a party.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -27-
(b) Authorization; Contravention. The execution, delivery and performance by the City of this Agreement and the other Related Documents to which it is a party are within the City’s powers, have been duly authorized by all necessary action, require no further action by or in respect of; or filing with, any governmental body, agency or official and do not violate or contravene, or constitute a default under, any provision of applicable law, charter, ordinance or regulation or of any material agreement, judgment, injunction, order, writ, determination, award, decree or material instrument binding upon the City or by which the City or its properties may be bound or affected, or result in the creation or imposition of any lien or encumbrance on any asset of the City (other than pursuant to such enumerated documents). The City is not a party to, or otherwise subject to, any provision contained in any instrument evidencing indebtedness of the City, any agreement relating thereto, or any other contract or agreement (including its charter) that limits the amount of; or otherwise imposes restrictions on, the incurring of obligations of the City that would materially and adversely affect the ability of the City to perform its obligations hereunder or under any other Related Documents to which it is a party. (c) Binding Effect. Assuming due execution by the other parties thereto, this Agreement and the other Related Documents to which the City is a party each constitutes a valid, binding and enforceable agreement of the City, subject to applicable laws affecting creditors’ rights generally and general principles of equity regardless of whether such enforceability is considered in a proceeding at law or in equity. (d) No Default. It is not, in any material respect, in breach of or default under its organizational documents, or any applicable law or administrative regulation of the State or of the United States, relating, in each case, to the issuance of transactions contemplated hereby and by the other Related Documents, or any applicable judgment, decree, loan agreement, note, resolution, ordinance or other material agreement to which it is a party or is otherwise subject . No Default or Event of Default has occur red and is continuing hereunder. No “default” or “event of default” under, and as defined in, any of the other Related Documents has occurred and is continuing. Late delivery of financial statements or other reporting documentation shall not be deemed material for purposes of this Section.
(e) Litigation. Except as disclosed in writing to the Bank, there is no action, suit or proceeding pending with service of process having been accomplished against, or to the knowledge of the City, threatened against or affecting, the City before any court or arbitrator or any governmental body, agency or official seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 1 Notes or in any way contesting or affecting the validity of the Series 1 Notes or in which there is a reasonable possibility of an adverse decision which could have a material adverse effect on (i ) the ability of the City to perform its obligations hereunder or under the other Related Documents to which it is a party or (ii) the enforceability or validity of the Trust Agreement or any of the other Related Documents.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -28-
(f) No Sovereign Immunity. The City does not enjoy any rights of immunity on the grounds of sovereign immunity in respect of its obligations hereunder or under any other Related Document to which it is a party or by which it is bound. (g) Incorporation of Representations and Warranties by Reference. The City hereby makes to the Bank the same representations and warranties made by the City as are set forth in the Related Documents (other than this Agreement) to which it is a party, which representations and warranties, as well as the related defined terms contained therein, are hereby incorporated by reference with the same effect as if each and every such representation and warranty and defined term were set forth herein in its entirety.

No amendment to such representations and warranties or defined terms made pursuant to the Related Documents (other than this Agreement) to which it is a party shall be effective to amend such representations and warranties and defined terms as incorporated by reference herein without the consent of the Bank.
(h) No Proposed Legal Changes. There is no amendment, legislation, or referendum, or, to the knowledge of the City, no proposed amendment, legislation, or referendum certified for placement on a statewide ballot, to the Constitution of the State of California or any published administrative interpretation of the Constitution of the State of California or any State of California law, or any legislation that has passed either house of the State legislature, or any published judicial decision interpreting any of the foregoing, the effect of which is to materially adversely affect (i ) the execution and delivery of this Agreement or the other Related Documents to which the City is a party, or (ii) the performance by the City of its obligations under this Agreement or the other Related Documents to which the City is a party.
(i) Offering Memorandum. The information contained in the Offering Memorandum under the caption “ CITY OF SAN JOSE ,” does not contain any untrue statement of any material fact.
(j) Title to Property. The City has good and marketable fee simple title to all of the Components, subject only to Permitted Encumbrances. (k) Disclosure. Except as disclosed in writing to the Bank prior to the Date of Issuance, there is no fact known to the City, as of the date this representation is made, that would have a material adverse effect on (i) the ability of the City to perform its obligations hereunder or under the other Related Documents to which it is a party or (ii) the enforceability or validity of any of the Related Documents. (l) Financial Information. The consolidated statement of financial position of the City as of June 30, 2024, as well as each ACFR of the City as of any more recent date, delivered to the Bank pursuant to this Agreement, fairly present the financial condition of the City as at such date and the results of the operations of the City for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since the date of such financial information, there has been no (i) material adverse change in, or a material adverse effect upon, the operations, business,

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -29-
properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the City; (ii) material impairment of the ability of any City or the Authority to perform its obligations under any Related Document to which it is a party; (iii) material adverse effect upon the legality, validity, binding effect or enforceability against City or the Authority of any Related Document to which it is a party, or (iv) material adverse change in, or a material adverse effect upon, the rights, security, interests or remedies of the Bank hereunder or under any other Related Document.
(m) Legal Matters. The City is in material compliance with all applicable laws, rules, regulations and orders of any governmental authority having jurisdiction over the City, including all Environmental Laws, non- compliance with which would materially and adversely affect the ability of the City to perform its obligations hereunder or under any other Related Documents to which it is a party.
(n) ERISA. The City does not maintain or contributes to, and has not maintained or contributed to, any Plan that is subject to Title IV of ERISA. (o) [Reserved]
(p) Tax-Exempt Status. The City has not taken any action or omitted to take any action, and knows of no action taken or omitted to be taken by any other person or entity, which action, if taken or omitted, would cause interest on any tax-exempt bond or note of the City (including the Tax-Exempt Series 1 Notes that are Outstanding under the Trust Agreement, if any) to be subject to Federal income taxes or to personal income taxes levied by the State or such bond or note to be subject to local personal property taxes levied by any political subdivision thereof.
(q) Margin Stock. The City is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any margin stock as defined in Regulation U of the Board of Governors of the Federal Reserve System.
(r) Anti-Terrorism Laws. (i) Neither the City nor any director, officer, employee, agent, or affiliate of the City is an individual or entity (“person”) that is, or is owned or controlled by persons that are: (A ) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”); or (B) located, organized, or resident in a country or territory that is the subject or target of Sanctions.
(ii) Anti-Corruption Laws . The City and its respective directors, officers, employees, and agents are in compliance with all applicable Sanctions and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA” ) and any other applicable anti -corruption law. The City has

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -30-
instituted and maintains policies and procedures designed to ensure continued compliance with applicable Sanctions, the FCPA, and any other applicable anti-corruption laws. (s) Usury. None of the Related Documents or the Series 1 Notes provide for any payments that would violate any applicable law regarding permissible maximum rates of interest.
(t) Issuing and Paying Agent; Dealers. The City represents that Computershare Trust Company, National Association has been appointed the Issuing and Paying Agent for the Series 1 Notes and that as of the date of this Agreement, Barclays Capital, Inc., ______, _and ______ have each been duly appointed to serve as a Dealer for the Series 1 Notes under their respective Dealer Agreements. (u) (i) The ACFR for the fiscal year ended June 30, 2024, which financial statements, accompanied by the audit report of Macias Gini & O’Connell LLP , independent public accountants, heretofore furnished to the Bank , fairly present the financial condition of the City in all material respects as of such dates and the results of its operations for the periods then ended in conformity with generally accepted accounting principles. Since the date of the ACFR, there has been no (i) material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the City; (ii) material impairment of the ability of any City or the Authority to perform its obligations under any Related Document to which it is a party; (iii) material adverse effect upon the legality, validity, binding effect or enforceability against City or the Authority of any Related Document to which it is a party, or (iv) material adverse change in, or a material adverse effect upon, the rights, security, interests or remedies of the Bank hereunder or under any other Related Document.
(v) As of the Date of Issuance, no Series 2 Notes are outstanding.

Section 4.2. Authority Representations and Warranties. The Authority represents and warrants that, as of the date on which this Agreement is executed:
(a) Existence. The Authority is validly existing as a joint powers authority under the laws of the State, including the State constitution, with full right and power to own its properties and to carry on its affairs as now being conducted and to issue the Series 1 Notes, to pledge the security and to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is a party. (b) Authorization; Contravention. The execution, delivery and performance by the Authority of this Agreement, the Revolving Note and the other Related Documents to which it is a party are within the Authority’s powers, have been duly authorized by all necessary action, require no further action by or in respect of, or filing with, any governmental body, agency or official and do not violate or contravene, or constitute a default under, any provision of applicable law, charter, ordinance or regulation or of any material agreement, judgment, injunction, order, writ, determination, award, decree or

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -31-
material instrument binding upon the Authority or by which the Authority or its properties may be bound or affected, or result in the creation or imposition of any lien or encumbrance on any asset of the Authority (other than pursuant to such enumerated documents). The Authority is not a party to, or otherwise subject to, any provision contained in any instrument evidencing indebtedness of the Authority, any agreement relating thereto, or any other contract or agreement (including its charter) that limits the amount of; or otherwise imposes restrictions on, the incurring of obligations of the Authority that would materially and adversely affect the ability of the Authority to perform its obligations hereunder or under any other Related Documents to which it is a party.
(c) Binding Effect. Assuming due execution by the other parties thereto, this Agreement and the other Related Documents to which the Authority is a party each constitutes a valid, binding and enforceable agreement of the Authority, subject to applicable laws affecting credito rs’ rights generally and general principles of equity regardless of whether such enforceability is considered in a proceeding at law or in equity. (d) No Default. It is not, in any material respect, in breach of or default under its articles of incorporation or other similar documents, or any applicable law or administrative regulation of the State or of the United States, relating, in each case, to the issuance of debt securities by it, or any applicable judgment, decree, loan agreement, note, resolution, ordinance or other material agreement to which it is a party or is otherwise subject. No Default or Event of Default has occurred and is continu ing hereunder.

No “default” or “event of default” under, and as defined in, any of the other Related Documents has occurred and is continuing. Late delivery of financial statements or other reporting documentation shall not be deemed material for purposes of this Section. (e) Litigation. Except as disclosed in writing to the Bank, there is no action, suit or proceeding pending with service of process having been accomplished against, or to the knowledge of the Authority, threatened against or affecting, the Authority before any court or arbitrator or any governmental body, agency or official seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 1 Note s or in any way contesting or affecting the validity of the Series 1 Notes or in which there is a reasonable possibility of an adverse decision which could have a material adverse effect on (i ) the ability of the Authority to perform its obligations hereunder or under the other Related Documents to which it is a party or (ii ) the enforceability or validity of the Trust Agreement or any of the other Related Documents.
(f) No Sovereign Immunity. The Authority does not enjoy any rights of immunity on the grounds of sovereign immunity in respect of its obligations hereunder or under any Related Document to which it is a party or by which it is bound. (g) Incorporation of Representations and Warranties by Reference. The Authority hereby makes to the Bank the same representations and warranties made by the Authority as are set forth in the Related Documents (other than this Agreement) to which it is a party, which representations and warranties, as well as the related defined terms

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -32-
contained therein, are hereby incorporated by reference with the same effect as if each and every such representation and warranty and defined term were set forth herein in its entirety. No amendment to such representations and warranties or defined terms made pursuant to the Related Documents (other than this Agreement) to which it is a party shall be effective to amend such representations and warranties and defined terms as incorporated by reference herein without the consent of the Bank. (h) No Proposed Legal Changes. There is no amendment, legislation, or referendum or, to the knowledge of the Authority, no proposed amendment , legislation, or referendum certified for placement on a statewide ballot, to the Constitution of the State of California or any published administrative interpretation of the Constitution of the State of California or any State of California law, or any legislation that has passed either house of the State legislature, or any published judicial decision interpreting any of the foregoing, the effect of which is to materially adversely affect (i ) the execution and delivery of this Agreement or the other Related Documents to which the Authority is a party, or (ii) the performance by the Authority of its obligations under this Agreement or the other Related Documents to which the Authority is a party. (i) Title to Property. The Authority has good and marketable leasehold title to all of the Components pursuant to the Site Lease.
(j) Disclosure. Except as disclosed in writing to the Bank prior to the Date of Issuance, there is no fact known to the Authority that would have a material adverse effect on (i) the ability of the Authority to perform its obligations hereunder or under the other Related Documents to which it is a party or (ii) the enforceability or validity of the Trust Agreement or any of the other Related Documents.
(k) No Maximum Rate of Interest. The Authority is authorized to enter into this Agreement and the transactions contemplated hereby by Section 5922 of the California Government Code. In accordance with Section 5922 of the California Government Code, the obligations of the Authority under the Revolving Note and all other Obligations hereunder are not subject to any limitation as to maximum interest-rate. (l) ERISA. The Authority does not maintain or contributes to, and has not maintained or contributed to, any plan that is subject to Title IV of ERISA. (m) Tax -Exempt Status. The Authority has not taken any action or omitted to take any action, and knows of no action taken or omitted to be taken by any other person or entity, which action, if taken or omitted, would cause interest on any tax-exempt bond or note of the Authority (including the Tax -Exempt Series 1 Notes that are Outstanding under the Trust Agreement, if any) to be subject to Federal income taxes or to personal income taxes levied by the State or such bond or note to be subject to local pe rsonal property taxes levied by any political subdivision thereof. (n) Margin Stock. The Authority is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -33-
carrying any margin stock as defined in Regulation U of the Board of Governors of the Federal Reserve System.
(o) Anti-Terrorism Laws. (i) Neither the Authority nor any director, officer, employee, agent, or affiliate of the Authority is an individual or entity (“person”) that is, or is owned or controlled by persons that are: (A) the subject or target of any Sanctions; or (B) located, organized, or resident in a country or territory that is the subject or target of Sanctions.
(ii) Anti-Corruption Laws. The Authority and its respective directors, officers, employees, and agents are in compliance with all applicable Sanctions and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA” ) and any other applicable anti -corruption law. The Authority has instituted and maintain s policies and procedures designed to ensure continued compliance with applicable Sanctions, the FCPA, and any other applicable anti-corruption laws.
(p) Usury. None of the Related Documents or the Series 1 Notes provide for any payments that would violate any applicable law regarding permissible maximum rates of interest.
(q) Issuing and Paying Agent; Dealers. The Authority represents that Computershare Trust Company, National Association has been appointed the Issuing and Paying Agent for the Series 1 Notes and that as of the date of this Agreement, Barclays Capital, Inc., TD Securities (USA) LLC, and Morgan Stanley & Co. LLC, have each been duly appointed to serve as a Dealer for the Series 1 Note s under their respective Dealer Agreements.
(r) As of the Date of Issuance, no Series 2 Notes are outstanding.

RTICLE V

COVENANTS
Section 5.1. Covenants . The Authority and the City each agrees that so long as the Letter of Credit remains outstanding or any amount payable hereunder or under the Fee Letter remains unpaid:
(a) Information. The City and the Authority will prepare or cause to be prepared and deliver to the Bank the following:
(i) as promptly as available, and in any event no later than 270 days after the end of each Fiscal Year of the City, the complete Annual Comprehensive Financial Report (“ACFR”) of the City, certified as to the fairness of presentation

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -34-
and conformity with generally accepted accounting principles by a recognized firm of independent certified public accountants;
(ii) concurrently with the delivery of the financial statements delivered to the Bank pursuant to (a)(i) above, a certificate from a City Representative certifying that such City Representative has no knowledge of any event which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, that has occurred and is continuing and a certificate from an Authorized Representative of the Authority certifying that such Authorized Representative has no knowledge of any event which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, that has occurred and is continuing;
(iii) within ninety (90) days of proposal or adoption (as the case may be) of the most recently proposed or adopted annual operating budget of the City (as the case may be) with respect to the City’s General Fund, evidence that such annual operating budget with respect to the City’s General Fund includes therein as a separate line item all Minimum Required Rental Payments and Additional Payments due during such period, if not otherwise paid from capitalized interest funded by proceeds of the Series 1 Notes;
(iv) copies of any “material events notices” as set forth in the United States Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) the City or the Authority files in the normal course of affairs with any nationally recognized municipal securities repository with respect to Lease Revenue Debt of the City pursuant to any continuing disclosure agreement; and
(v) such other information respecting the affairs, conditions and/or operations, financial or otherwise, of the City or the Authority, as the Bank may from time to time reasonably request.
(b) No Amendment Without Consent of the Bank. Without the prior written consent of the Bank, which consent shall not be unreasonably withheld or delayed, the Authority and the City will not agree or consent to any amendment, supplement, waiver or modification of any provision of any Related Document to which the Authority or the City is a party.
(c) Incorporation of Covenants by Reference. The Authority and the City each agrees that it will perform and comply with each and every covenant and agreement required to be performed or observed by it in the Related Documents (other than this Agreement) to which it is a party, which provisions, as well as related defined terms contained herein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety. To the extent that any such incorporated provision permits any Person to waive compliance with or consent to such provision or requires that a document, opinion or other instrument or any event or

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -35-
condition be acceptable or satisfactory to any Person, for purposes of this Agreement, such provision shall be complied with only if it is waived or consented to by the Bank and such document, opinion or other instrument shall be acceptable or satisfactory only if it is acceptable or satisfactory to the Bank.
(d) Issuing and Paying Agent. The Authority and the City will at all times have an Issuing and Paying Agent performing the duties thereof contemplated by the Trust Agreement and the Issuing and Paying Agent Agreement.
(e) Dealer. The Authority and the City will at all times have one or more Dealers reasonably acceptable to the Bank performing the duties thereof contemplated by the Trust Agreement and the Dealer Agreements.
(f) Outstanding Series 1 Notes Plus Interest Coverage Amount Not to Exceed Stated Amount; No- Issuance after Receipt of No -Issuance Notice or Final Drawing Notice.
(i) The Authority will instruct the Issuing and Paying Agent not to authenticate or deliver any Series 1 Note if, immediately after the authentication and delivery of, and receipt of payment for, such Series 1 Note, the aggregate principal amount of Series 1 Notes then to be Outstanding under the Trust Agreement plus the Interest Coverage Amount with respect to such Series 1 Notes, would exceed the Stated Amount.
(
ii) The Authority will not instruct the Issuing and Paying Agent to authenticate or deliver any Series 1 Note if the Issuing and Paying Agent has received a No -I
ssuance Notice or Final Drawing Notice , unless and until such No-Issuance Notice or Final Drawing Notice is rescinded. (g
) Defaults. The Authority and the City will promptly notify the Bank of the occurrence of any Event of Default, specifying the details of such Event of Default and the action that the Authority proposes to take with respect thereto. (h) Books, Records. The Authority and the City will permit, during normal business hours and from time to time, upon reasonable prior notice, the Bank or any of its agents or representatives to examine and make copies of and abstracts from the records and books of account of the Authority and the City, respectively (except records and books of accounts the examination of which by the Bank is prohibited by law), and to discuss the affairs, finances and accounts of the Authority and the City with any representative or any other appropriate officer of the Authority and the City or the Authority’s or the City’s independent public accountants.
(i) Other Obligations. The Authority and the City will each comply with and observe all other material obligations and requirements set forth in the Trust Agreement and each other Related Document to which it is a party (including without limitation all provisions therein for the benefit of the Bank) and in all laws, statutes and regulations

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -36-
binding upon it, noncompliance with which would materially adversely affect the Authority’s or the City’s ability to perform its respective obligations under the Series 1 Notes, this Agreement or any of the other Related Documents. (j) Litigation; Material Change. The Authority and the City shall promptly notify the Bank of (i ) the existence and status of any litigation which individually or in the aggregate could, in the event of an unfavorable outcome, or (ii) the occurrence of any other event or change which could have a material adverse effect on (A) the ability of the Authority or the City to perform their respective obligations hereunder or under the other Related Documents or (B) the enforceability or validity of the Trust Agreement or any of the other Related Documents.
(k) Repayment of Drawings. On and after the date of any drawing on the Letter of Credit, the Authority will use its best efforts to cause the Dealer to sell Series 1 Notes as soon as practicable and to use the proceeds of the sale of such Series 1 Notes to repay such drawing.
(l) Obligations under Related Documents. The Authority and the City shall take all actions as may be reasonably requested by the Bank to enforce the obligations under the other Related Documents of each of the other parties thereto. (m) Replacement of Certain Entities. The Authority shall obtain the prior written consent of the Bank to the replacement of the Issuing and Paying Agent or the Dealer, which consent shall not be unreasonably withheld or delayed. The Authority and the City shall provide the Bank with prior written notice of the replacement of any other entity that is a party to a Related Document.
(n) Limitation on Voluntary Liens. The Authority and the City shall not create a pledge, lien or charge on any part of the Pledged Property, other than the lien in favor of holders of the Series 1 Notes . The City and the Authority covenant (i ) to keep the Components and all parts thereof free from judgments, and materialmen’s and mechanics’ liens, claims, demands, encumbrances, liabilities and other liens of whatever nature or character, which, in each case, might hamper the City in utilizing the Components; and (ii) promptly, upon request of the Bank, to take such action from time to time as may be reasonably necessary or proper to remedy or cure any cloud upon or defect in the title to the Components or any part thereof, whether now existing or hereafter developing, to prosecute all actions, suits, or other proceedings as may be reasonably appropriate for such purpose.
(o) City and the Authority to Maintain Existence. The Authority agrees that it will maintain its existence as a joint exercise of powers authority under the laws of the State of California. The City agrees that it will maintain its existence as a charter city and municipal corporation under the laws and Constitution of the State of California. (p) Further Assurances. The City and the Authority will execute, acknowledge where appropriate, and deliver from time to time promptly at the request of

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -37-
the Bank all such instruments and documents as in the opinion of the Bank are reasonably necessary or desirable to carry out the intent and purposes of this Agreement. (q) No Impairment. The City and the Authority will not take any action, or cause or permit the Trustee or the Issuing and Paying Agent to take any action, under the Trust Agreement, the Sublease or any other Related Document inconsistent with the rights and remedies of the Bank under this Agreement.
(r) Lease Payments. The City and the Authority will not issue or authorize the issuance of any obligation payable from the Rental Payments due under the Sublease. (s) References to the Bank. The City shall not refer to any financial information or ratings with respect to the Bank in any official statement, offering memorandum, private placement memorandum or any similar offering document (or any amendment or supplement to an official statemen t, offering memorandum, private placement memorandum or any similar offering document) or make any changes in reference to any financial information or ratings with respect to the Bank in any official statement, offering memorandum, private placement memorandum or any similar offering document (or any amendment or supplement to an official statement, offering memorandum, private placement memorandum or any similar offering document) without the prior written consent of the Bank (the Bank hereby giving its written consent to the reference to it in the Offering Memorandum as in effect on the Effective Date to the extent the same conforms to information provided by the Bank for inclusion in the Offering Memorandum);
provided that, without the prior written consent of the Bank, the City and the Authority may identify the Bank as the issuer of the Letter of Credit and a party to this Agreement, the Stated Amount of the Letter of Credit, the expiration date of the Letter of Credit and that the City’s and the Authority’s obligations under this Agreement and the Fee Letter are secured by Pledged Property, in other disclosure documents of the City or the Authority, so long as no other information relating to this Agreement, the Fee Letter or the Bank is disclosed in such offering documents without the prior written consent of the Bank..
(t) Title Insurance. The City and the Authority shall, during the term of the Sublease, cause each of the Components to be covered by a CLTA leasehold policy (1990) of title insurance insuring the Trustee and naming the Bank an additional insured as their interests may appear, in an amount not less than the Stated Amount, subject only to such exceptions as shall be acceptable to the Bank, with such endorsements and affirmative coverages as may be reasonably required by the Bank (with timely notice), including endorsements regarding zoning and access to public roads, and otherwise in form and substance satisfactory to the Bank and its counsel and issued by an insurance company acceptable to the Bank and its counsel and authorized to issue such insurance in the State of California.
(u) Maintenance of Insurance. Throughout the term of the Sublease, the City shall maintain or cause to be maintained property insurance (with an extended coverage endorsement and with a vandalism and malicious mischief endorsement) on all structures,

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -38-
facilities and improvements constituting the Property in an amount equal to the lesser of (i) one hundred percent (100%) of the replacement cost of such structures, facilities and improvements (less a commercially reasonable deductible amount in the reasonable judgment of the City) or (ii) an amount equal to the then outstanding Notes. Any flood or earthquake insurance procured by the City may be in any amounts and is not subject to the minimum amount described in the first sentence of this Section 5(u)(i). Said extended coverage endorsement shall cover loss or damage by explosion, windstorm, hail, riot, civil commotion, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such endorsement, if such coverage is commercially available in reasonable amounts at reasonable cost on the open market from reputable insurance companies in the reasonable judgment of the City. In addition, the City shall maintain or cause to be maintained, throughout the term of the Sublease, a program of self-insurance the financial equivalent of general liability and automobile insurance with coverage in the minimum amount of $5,000,000 combined single limit for bodily and personal injury, death and property damage per occurrence. The City shall maintain or cause to be maintained, throughout the term of the Sublease, rental interruption insurance to cover loss, total or partial, of the use of any Component as a result of any of the hazards covered by the property insurance described in the first sentence above, in an amount sufficient at all times to pay the total rent payable under the Sublease with respect to such Component for a period equal to 24 months, assuming an interest rate of 6% on the Notes. Each of such policies shall name the Bank as loss payees and additional insureds and/or additional covered party, as applicable, and shall be maintained with responsible and reputabl e insurance companies satisfactory to the Bank in such amounts, with such deductibles, and covering such risks and contingencies as the Bank shall request; provided, however, that the City may self-insure to the extent permitted by the Sublease. The City agrees to cause each issuer of an insurance policy to agree in writing to give the Bank 30 days advance notice of any cancellation or lapse in coverage.
(v) Repayment of Bank. If at any time a Term Loan or a Default Advance is outstanding hereunder or any amounts are owed by the Authority to the Bank hereunder, and the City and the Authority are unable, or reasonably foresee that they will be unable, to increase Rental Payments in an amount sufficient to reimburse the Bank for any Term Loans or Default Advances which have become due and payable as required by Section 2.6 hereof, the staff of the City and the Authority shall use their respective best efforts to either: (i) provide for the substitution of new real property for one or more of the Components, such new real property to have a fair rental value sufficient to support Rental Payments sufficient to pay all Term Loans or Default Advances pursuant to Section 2.6 hereof, and to reimburse the Bank for all Obligations and pay all other obligations owing to the Bank hereunder, (ii ) support the issuance of bonds or other certificates of participation sufficient in value to pay all Term Loans and Default Advances pursuant to Section 2.6 hereof, as applicable, and to reimburse the Bank for all Obligations and pay all other obligations owing to the Bank hereunder or (iii ) request an appropriation, from the City’s General Fund of legally available funds in an amount sufficient to pay all Term Loans and Default Advances pursuant to Section 2.6 hereof, as applicable, and to reimburse the Bank for all Obligations and pay all other obligations owing to the Bank hereunder. If the Bank elects not to extend the Stated Expiration Date

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -39-
of the Letter of Credit, the City and the Authority shall use their respective best efforts to (i) cause the delivery of an Alternate Credit Facility in substitution for the Letter of Credit and the simultaneous reimbursement of all Obligations and payment of all other obligations owing to the Bank hereunder prior to the Stated Expiration Date or (ii ) cause the issuance of fixed rate bonds or other certificates of participation prior to the Stated Expiration Date sufficient in value to reimburse the Bank for all Obligations and pay all other obligations owing to the Bank hereunder. On or prior to the third (3rd) anniversary of the Stated Expiration Date, the City Manager and the Executive Director of the Authority shall use their best efforts to bring forward to the City Council and the Authority Governing Board a plan of finance for the issuance of bonds or certificates of participation sufficient in value to reimburse the Bank for all Obligations and pay all other obligations owing to the Bank hereunder no later than the (3rd) anniversary of the Stated Expiration Date.
(w) Covenants and Legal Duties. Subject to Section 3.l(g) of the Sublease, the City agrees to include all Minimum Required Rental Payments and Additional Rental due under the Sublease in each Fiscal Year in its annual budget and to make the necessary annual appropriations for all such Minimum Required Rental Payments and Additional Rental, and for all Minimum Supplemental Rental Payments, if any, subject to Section 3.5 of the Sublease. The covenants on the part of the City herein contained and in the Sublease shall be deemed to be and shall be construed to be duties imposed by law, and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform such covenants and agreements. (x) Maximum Base Rental. Upon the acceleration of the Revolving Note hereunder or during any period in which a Default Advance or a Term Loan is outstanding, the City and the Authority agree to cause the Maximum Base Rental for each Component to be increased so that the annual aggregate rental payments payable with respect to such Component equal the maximum fair market rental for such Component. The City and the Authority shall, at the Bank’s request, redetermine or cause to be redetermined the fair rental value for such Component as of the date of any such acceleration. (y) Substitution or Removal of Property. (i) The City and the Authority will not substitute or remove (other than pursuant to Section 7.02(d) of the Trust Agreement) or cause the substitution or removal (other than pursuant to Section 7.02(d) of the Trust Agreement) of any portion of the Property subject to the leasehold under the Site Lease and the Sublease without the prior written consent of the Bank, and otherwise satisfying the conditions precedent to such substitution or removal set forth in Section 7.02(b) or (c) of the Trust Agreement, as applicable. A removal in connection with Section 7.02(d) of the Tru st Agreement need not comply with the conditions precedent set forth in Section 7.02(b) or (c) of the Trust Agreement, as applicable, except as expressly provided in Section 7.02(d) of the Trust Agreement.
(z) Other Agreements. If the Authority directly or indirectly enters into or otherwise consents to any Bank Agreement which such Bank Agreement provides such

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -40-
creditor or other person with higher interest rates, including default rates, with respect to any bank bonds or pledged bonds, held by or on behalf of any such creditor or other person thereunder than are provided to the Bank in this Agreement , or provides such creditor or other person with different or more restrictive covenants, different or additional events of default and/or greater rights and remedies than are provided to the Bank hereunder, the Authority shall provide the Bank with a copy of each such agreement (or amendment thereto) and such higher interest rates, different or more restrictive covenants, different or additional events of default and/or greater rights and remedies shall automatically be deemed incorporated into this Agreement and the Bank shall have the benefit of such higher interest rates, different or more restrictive covenants, different or additional events of default and/or greater rights and remedies as if specifically set forth herein . The Authority shall promptly enter into an amendment of this Agreement to include such higher interest rates, different or more restrictive covenants, different or additional events of default and/or greater rights and remedies ; provided, however, that the Bank shall maintain the benefit to such higher interest rates , different or more restrictive covenants, different or additional events of default and/or greater rights and remedies even if the Authority fails to provide such amendment.
(aa) Use of Proceeds. The City and the Authority will not use any part of the proceeds of any Note for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, is amended from time to time) or to extend credit for other purposes of purchasing or carrying any margin stock. (bb) Tax-Exempt Status of Tax -Exempt Series 1 Notes. The City and the Authority will not use, or permit the use of, the proceeds of any Tax-Exempt Series 1 Note in any manner that would cause any Tax -Exempt Series 1 Note to be “arbitrage bonds” within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended. (cc) Subordination of Swap Termination Fees. After the execution of this Agreement if either the City or the Authority enters into any interest rate swap agreement or other derivative contract related to Debt, any termination fees relating to such interest rate swap agreement or other derivative con tract shall be payable on a basis subordinate to any Obligations.
(dd) Anti-money Laundering; Sanctions. (i) The City and the Authority will maintain in effect policies and procedures designed to promote compliance by the City and the Authority and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable anti-corruption laws. ( ii) Neither the City nor the Authority will, directly or indirectly, use the proceeds of the Letter of Credit , or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the FCPA or any other applicable anti-corruption law; or (B) (x) to fund any activities or business of or with any person, or

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -41-
in any country or territory, that, is the subject or target of Sanctions, or ( y) in any other manner that would result in a violation of Sanctions by any person (including, without limitation, any person in connection with the Letter of Credit , whether as an agent, arranger, lender, issuing bank, underwriter, advisor, investor, or otherwise). ( ee) Maintenance of Rating. The City shall at all times maintain a rating on its Lease Revenue Debt from at least one Rating Agency. The City covenants and agrees that it shall not at any time withdraw any long-term unenhanced rating on Lease Revenue Debt from any of Fitch, Moody’s or S&P if the effect of such withdrawal would be to cure a Default or an Event of Default under this Agreement or reduce the Letter of Credit Fee.
(ff) Immunity. To the fullest extent permitted by applicable law, with respect to its obligations arising under this Agreement or any other Related Document , the City and the Authority irrevocably agree that they will not assert or claim any immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Related Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or (iii) execution or enforcement of any judgment to which it or its revenues might otherwise be entitled in any such action, suit or other proceeding, and the City and the Authority hereby irrevocably waive, to the fullest extent permitted by applicable law, with respect to itself and its Pledged Property (irrespective of their use or intended use), all such immunity. (gg) Additional Commercial Paper Notes . Other than the Series 1 Notes, n o commercial paper notes or any other indebtedness will be issued and secured by the Pledged Property without the prior written consent of the Bank.

ARTICLE VI

EVENTS OF DEFAULT
Section 6.1. Events of Default. The occurrence of any of the following events shall be an “Event of Default” hereunder:
(a) The Authority or the City shall fail to pay when due (i) any Reimbursement Obligation, or (ii) any Obligation (other than a Reimbursement Obligation), and in such case, such failure shall continue for a period of five (5) days thereafter; (b) The Authority or the City shall default in the performance of any of the covenants set forth in Section 5.1(b), (f), (i), (m), (n), (o), (q), (r), (s), (t), (u), (w), (x), (y), (aa), (bb), (cc), (dd), (ee), (ff) or (gg) hereof;
(c) The Authority or the City shall default in the performance of any other material term, covenant or agreement set forth herein (other than as described in any other

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -42-
Event of Default under this Section 6.1) and such failure shall continue for a period of thirty (30) days after the earlier to occur of (i) written notice thereof shall have been given to the Authority or the City, as applicable, by the Bank and (ii) the date on which the Authority or the City has actual knowledge of such default; (d) Any representation, warranty, certification or material statement made by the Authority or the City (or incorporated by reference) in this Agreement or by the Authority or the City in any other Related Document or in any certificate, financial statement or other document delivered pursuant to this Agreement or any other Related Document shall prove to have been incorrect in any material respect when made; (e) The City shall (A ) fail to make any payment on any Material City Debt (other than the Series 1 Notes ) or any interest or premium thereon when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material City Debt; or (B ) fail to perform or observe any material term, covenant or condition on its part to be performed or observed unde r any agreement or instrument relating to any Material City Debt when required to be performed or observed, and such failure shall not be waived and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such failure to perform or observe is to accelerate or to permit the acceleration of the maturity of such Material City Debt; or (C) any Material City Debt shall be declared to be due and payable or be required to be prepaid (other than by a regularly scheduled required prepayment or an optional prepayment), prior to the stated maturity thereof; provided, however, that any such failure shall not be considered an Event of Default hereunder if the same is being contested in good faith and by appropriate proceedings and such contest shall operate to stay the acceleration of the maturity of such Material City Debt; (f) (i) The Authority or the City shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of its or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or take any action to authorize any of the foregoing, or (ii) the Authority, the City, or any Governmental Authority with appropriate jurisdiction shall declare a debt moratorium, debt restructuring, debt adjustment or comparable restriction or shall take any action to authorize any of the foregoing;
(g) A case or other proceeding shall be commenced against the Authority or the City seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case shall remain

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -43-
undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Authority or the City under the federal bankruptcy laws as now or hereafter in effect, or any writ, judgment, warrant of attachment, execution or similar process shall be issued or levied against a substantial part of the property, assets or business of the Authority or the City, and such proceedings or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar proc ess shall not be stayed, released, appealed, vacated or fully bonded, within the time permitted by law after commencement, filing or levy, as the case may be;
(h) Any material provision of this Agreement or any other Related Document shall cease for any reason whatsoever to be a valid and binding agreement of the Authority or the City, or the Authority or the City shall contest the validity or enforceability thereof; (i) Any pledge or security interest created hereunder or under the Trust Agreement to secure any amounts due under this Agreement shall fail to be fully enforceable;
(j) An event of default shall occur under any of the Related Documents (other than this Agreement) or the City shall fail to make any payment under the Sublease when and as due;
(k) Any Rating Agency shall have (A ) downgraded the City’s long- term underlying ratings on Lease Revenue Debt to a rating category below the “Baal” (or its equivalent) category by Moody’s or the “BBB+” (or its equivalent) category by Fitch or S&P or (B ) withdrawn or suspended for any credit related reasons the City’s long- term underlying ratings on Lease Revenue Debt; provided, however, that, for purposes of this Section 6.1(k), Lease Revenue Debt shall mean, (x) in the case of Moody’s, if Moody’s assigns different long- term unenhanced ratings to Lease Revenue Debt, such Lease Revenue Debt with the highest long- term underlying rating assigned by Moody’s, (y) in the case of S&P, if S&P assigns different long-term underlying ratings to Lease Revenue Debt, such Lease Revenue Debt with the highest long-term underlying rating assigned by S&P, and (z) in the case of Fitch, if Fitch assigns different long- term underlying ratings to Lease Revenue Debt, such Lease Revenue Debt with the highest long-term unenhanced rating assigned by Fitch; or
(l) A ny final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, which are not covered in full by insurance, with written acknowledgement of such coverage having been provided by the provider of such insurance coverage to the Bank in an aggregate amount in excess of $20,000,000 shall be entered or filed against the City or the Authority or against any of their respective Property and remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days.

Section 6.2. Upon an Event of Default. If any Event of Default shall have occurred and be continuing, the Bank, may, subject to Section 7.3, by notice to the Issuing and Paying Agent, (i) issue a No-Issuance Notice in the form of Exhibit E attached hereto and Annex G attached to

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -44-
the Letter of Credit , (ii) issue a Final Drawing Notice (the effect of which shall be to cause the Termination Date of the Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Issuing and Paying Agent) in the form of Exhibit E attached hereto and Annex H attached to the Letter of Credit; (iii) declare the Revolving Note, in whole or in part, all or some Advances and Term Loans, as well as any other Obligation, and all interest thereon to be a Default Advance hereunder due and payable in the manner set forth in Section 2.6 hereof; or (iv) take any other action permitted by law. Anything in Article II hereof to the contrary notwithstanding, from and after the occurrence an Event of Default, all Obligations shall bear interest at the Default Rate . Upon any action by the Bank, as contemplated in the foregoing clauses (i) and (ii), the Stated Amount shall be permanently reduced upon, and by the amount of, each honored drawing under the Letter of Credit following the occurrence of an Event of Default.

Notwithstanding the foregoing, the occurrence of an Event of Default shall not affect the Bank’s obligations under the Letter of Credit with respect to Series 1 Notes that are outstanding at the time of the occurrence of such Event of Default, and the Issuing and Paying Agent shall continue to have the right to draw under the Letter of Credit to pay the principal of and accrued interest on maturing Series 1 Notes that are outstanding at the time of the occurrence of su ch Event of Default. Nothing contained in this Section 6.2 shall result in, or be construed to require, an acceleration of the payment of Base Rental Payments pursuant to the Sublease. Nothing contained in this Section 6.2 shall abrogate the obligation of the Bank to honor properly presented and conforming drawings under the Letter of Credit prior to the termination of the Letter of Credit in accordance with its terms.

RTICLE VII

MISCELLANEOUS
Section 7.1. Amendments and Waivers. No amendment, change, discharge or waiver of any provision of this Agreement, nor consent to any departure by the Authority therefrom, shall in any event be effective unless the same shall be in writing and signed by the Bank and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

No notice to or demand on the Authority in any case shall entitle the Authority to any other or further notice or demand in the same, similar or other circumstances.

Section 7.2. Notices. All notices and other communications provided for hereunder shall be in writing (including facsimiles) and mailed, emailed, faxed or delivered:
if to the Authority: City of San José Financing Authority c/o: Finance Department-Debt Management
City of San José
200 East Santa Clara Street, 13th Floor
San José, California 95113-1905
Telephone: (408) 535-7010
Fax: (408) 292-6480

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -45-
Email: [email protected]
if to the City: City of San José
c/o: Finance Department-Debt Management
200 East Santa Clara Street, 13th Floor
San José, California 95113-1905
Telephone: (408) 535-7010
Fax: (408) 292-6480
Email: [email protected]

if to the City Attorney: City of San José
c/o: Office of City Attorney
200 East Santa Clara Street, 16th Floor
San José, California 95113-1905
Attention: Litigation Division
if to the Bank regarding
credit matters: TD Bank, N.A.
201 West High Street, 1
st Floor
Glassboro, New Jersey 08028
Attention: Gary Martz
Telephone: (215) 282-2799
Email: [email protected]
With copies to:

TD Bank, N.A.
1 Vanderbilt Ave, 14th Floor
New York, New York 10017
Attention: Hristiana Simeonova
Telephone: 646-652-1475
Email: [email protected]
TD Bank, N.A.
2005 Market Street, 23rd Floor
Philadelphia, Pennsylvania 19103
Attention: Ned Graham
Telephone: 646-431-5955
Email: [email protected]

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -46-
if to the Bank with respect
to draws under the
Letter of Credit: TD Bank, N.A.
[___________]
Attention: [__________]
Attention: [_________]
Telephone: [_________]
Email: [________]
if to the Issuing and
Paying Agent: Computershare Trust Company, National Association [__________]
Attention: [_________]
Telephone: [_________]
Email: [________]
if to the Trustee: Computershare Trust Company, National Association [__________]
Attention: [_________]
Telephone: [_________]
Email: [________]
or, as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall, when mailed , emailed, or faxed, be effective when deposited in the mails, emails, or faxed, respectively, addressed as aforesaid, except that notice to the Bank pursuant to the provisions of Article II shall not be effective until received by the Bank.

Section 7.3. No Waiver; Remedies. No failure on the part of the Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. No notice to or demand on the Authority or the City in any case shall entitle the Authority or the City to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the Bank to any other or further action in any circumstances without notice or demand. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 7.4. Indemnification. (a) The Authority, to the extent permitted by law, hereby indemnify and hold the Bank, and its directors, officers, employees- and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, liabilities, costs or expenses which such Indemnified Parties may incur or which may be claimed against such Indemnified Parties by any person by reason of or in connection with (i) the offering, sale, remarketing or resale of the Series 1 Notes (including, without limitation, by reason of any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in the Related Documents or in any supplement or amendment to the Offering Memorandum or any similar disclosure document (other than in connection with a description of the Bank), or the

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -47-
omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances in which they are or were made, not misleading (other than in connection with a description of the Bank)); (ii) the validity, sufficiency, enforceability or genuineness of any Related Document; or (iii) the execution and delivery of this Agreement, or the making or the failure to honor a properly presented and conforming drawing under the Letter of Credit; provided, however, that the Authority, or the City on behalf of the Authority, shall not be required to indemnify an Indemnified Party pursuant to this Section 7.4 for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the Bank in determining whether a request for a drawing presented under the Letter of Credit complied with the terms thereof as determined by a court of competent jurisdiction by a final and nonappealable judgement , or (ii) the Bank’s willful failure to honor a properly presented and conforming drawing under the Letter of Credit. (b) To the extent not prohibited by applicable law, the Authority and the City agree to indemnify and hold the Bank harmless (on a net after-tax basis) from any present or future claim or liability for stamp, transfer, documentary, excise or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in California or any state, county or city where the Bank is headquartered in connection with the execution, delivery and performance of, or any payment made under, this Agreement, the Series 1 Notes and the other Related Documents, or any amendment thereto. (c) To the fullest extent permitted by applicable law, neither the City nor the Authority will assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Related Document, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) preceding will be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic, or other information transmission systems in connection with this Agreement or the other Related Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Section 7.5. Liability of the Bank . Neither the Bank nor any of its officers, directors, employees or agents shall be liable or responsible for (i) the use which may be made of the proceeds of any Series 1 Notes or any drawings under the Letter of Credit, (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon (other than the validity as against the Bank of any agreement to which the Bank is a party), even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudul ent or forged, (iii) the lack of validity or enforceability of this Agreement, the Series 1 Notes, any other Related Document or any other agreement or instrument relating thereto (other than the validity or enforceability as against the Bank of any agreement to which the Bank is a party), or (iv) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit; provided, that the Authority and the City shall have claims against the Bank, and the Bank shall

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -48-
be liable to the Authority and the City to the extent of any direct, as opposed to consequential, damages suffered by the Authority or the City which the Authority and the City prove were caused by (i) the Bank’s willful misconduct or gross negligence in determining whether any drawing presented under the Letter of Credit complied with the terms thereof as determined by a court of competent jurisdiction by a final and nonappealable judgement , or (ii) the Bank’s willful failure to honor a properly presented and conforming drawing required to be honored by it under the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information (other than actual knowledge to the contrary) to the contrary.

Section 7.6. No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Related Document), the City and the Authority acknowledge and agree that: (a) (i) the services regarding this Agreement provided by the Bank and any a ffiliate thereof are arm’s -length commercial transactions among the City and the Authority, on the one hand, and the Bank and its affiliates, on the other hand, (ii) each of the City and the Authority has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the City and the Authority, are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Related Documents; (b) (i) the Bank and its affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the City or the Authority, or any other Person and (ii) neither the Bank nor any of its respective affiliates has any obligation to the City or the Authority with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Related Documents; and (c) the Bank and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the City and the Authority, and neither the Bank nor any of its affiliates has any obligation to disclose any of such interests to the City or the Authority . To the fullest extent permitted by law, the City and the Authority hereby waive and release any claims that it may have against the Bank or any of its a ffiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

Section 7.7. Binding Effect. (a) This Agreement shall become effective when it shall have been executed by the Authority, the City, and the Bank and thereafter shall be binding upon and inure to the benefit of the, Authority, the City, and the Bank and their respective successors and assigns, except that the Authority and the City shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Bank. (b) The Bank may, at any time and without the prior written consent to the City or the Authority, grant to one or more Participant Banks participating interests in its participation in the Bank’s obligations under the Letter of Credit or any or all of the Revolving Note; provided, however, that any participations that do not constitute assignments shall not relieve the Bank of its duties under the Letter of Credit.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -49-
(i) The Bank may assign to one or more banks or other institutions all, or a proportionate part of all (but not less than a part representing a participation in the amount of $5,000,000) of it rights and obligations under this Agreement, the Letter of Credit and the Revolving Note, with (and subject to) the prior written consent of the Authority, which such consent of the Authority shall not be unreasonably withheld, provided that the Bank provides written evidence from each of the Rating Agencies which then have a rating in effect for the Series 1 Notes that such assignment will not by itself result in a reduction, suspension or withdrawal of its rating of the Series 1 Notes; provided, however, that the consent of the Authority shall not be unreasonably withheld; provided, further, that such assignment will not be permitted if it would result in (i) a higher borrowing cost to the Authority as certified by the Dealer, and (ii) an increase in the costs, fees or expenses to be paid by the Authority or the City. This subsection (b) does not apply to the sale of the Revolving Note other than in conjunction with an assignment of the Bank’s obligations under the Letter of Credit.
(ii) Upon execution and delivery of an instrument of assignment and assumption hereunder, payment by the assignee Bank under subsection (i) or (ii) above (an “Assignee”) to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee and amendment or substitution for the Letter of Credit to reflect such assignment, such Assignee shall be the Bank party to this Agreement and shall have all the rights and obligations of the Bank as set forth in such instrument of assignment and assumption, and the transferor Bank shall be released from its obligations under the Letter of Credit to a corresponding extent, and no further consent or action by any party shall be required.
(iii) No Participant Banks or other transferee of the Bank’s rights and obligations hereunder shall be entitled to receive any greater payment under Section 2.8 hereof than the Bank would have been entitled to receive with respect to the rights and obligations hereunder transferred, unless such assignment or other transfer is made with the Authority’s prior written consent.

Section 7.8. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction.

Section 7.9. Approvals. The Bank hereby approves with respect to the Series 1 Notes, Computershare Trust Company, National Association (as successor in interest to Wells Fargo Bank, National Association), as Trustee, and Computershare Trust Company, National Association, as Issuing and Paying Agent, and each of Barclays Capital Inc., TD Securities (USA) LLC, and Morgan Stanley & Co. LLC, as Dealers.

Section 7.10. Governing Law and Jurisdiction. (a) This Agreement shall be deemed to be a contract made under the laws of the State and for all purposes shall be construed in accordance with the laws of said State, without regard to the principles of conflicts of laws . Any action or

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -50-
proceeding against the Authority or the City arising out of or relating to this Agreement, the Letter of Credit, the Revolving Note or the other Related Documents shall be brought by the Bank in an appropriate state or federal court in the State.
(b) The Authority and the City irrevocably consent to the service of any and all process in any such suit, action or proceeding by mailing or delivering copies of such process to the City Attorney of the City at the City’s address provided in Section 7.2 hereof. The Authority and the City agree that a final judgment (after all appeals have been exhausted) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. All mailings under this Section shall be by certified mail, return receipt requested. Nothing in this Section shall affect the right of the Bank to serve legal process in any other manner permitted by law.
(c) With respect to any suit, actions or proceedings relating to this Agreement, to the fullest extent permitted by applicable law, the Authority, the City and the Bank each waives any right it may have to trial by jury. The Authority and the City further warrants and represents that such waiver has been intentionally, knowingly and voluntarily made, following consultation with its legal counsel . If and to the extent that the foregoing waiver of the right to a jury trial is unenforceable for any reason i n such forum, the Authority, the City and the Bank each hereby consent to the adjudication of any and all claims pursuant to judicial reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to hear and determine any and all issues in suc h reference whether fact or law. The Authority, the City and the Bank each represent that it has reviewed this waiver and consent and it knowingly and voluntarily waives its jury trial rights and consents to judicial reference following the opportunity to consult with legal counsel of its choice on such matters. In the event of litigation, a copy of this agreement may be filed as a written consent to a trial by the court or to judicial reference under California Code of Civil Procedure Section 638 as provided herein. (d) The Authority and the City waives, to the extent not prohibited by law, any right the undersigned may have to claim or recover from the Bank in any legal action or proceeding any special, exemplary, punitive or consequential damages. (e) The Bank hereby recognizes that the procedural requirements applicable to commencing an action against the Authority and the City differ from requirements applicable to nongovernmental entities.

Section 7.11. Headings . Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 7.12. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 7.13. Integration. This Agreement is intended to be the final agreement between the parties hereto relating to the subject matter hereof and this Agreement and any agreement,

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -51-
document or instrument attached hereto or referred to herein shall supersede all oral negotiations and prior writings with respect to the subject matter hereof.

Section 7.14. USA Patriot Act. The Bank hereby notifies the Authority and the City that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “Patriot Act”), the Bank is required to obtain, verify and record information that identifies the Authority, which information includes the name and address of the Authority and the City and other information that will allow the Bank to identify the Authority and the City in accordance with the Patriot Act, and the Authority hereby agrees to take any action necessary to enable the Bank to comply with the requirements of the Patriot Act.

Section 7.15. US QFC Stay Rules.
(a) To the extent that any of the Related Documents provide support, through a guarantee or otherwise, for any agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.

Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Related Documents and any Supported QFC may in fact be stated to be governed by the Laws of the State of New York and/or of the United States or any other state of the United States):
(b) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effecti ve under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the Laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Related Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Related Documents were governed by the Laws of the United States or a state of the United States.
(c) Defined Terms. As used in this Section 7.15:
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Covered Entity” means any of the following:

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -52-
(a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “ QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd- Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Section 7.16. EMMA Postings . In the event the City or the Authority files with the Municipal Securities Rulemaking Boards’ Electronic Municipal Market Access system (“EMMA”), this Agreement, the Revolving Note, or any description of the material terms hereof or thereof, either voluntarily or as required pursuant a continuing disclosure agreement or Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule 15c2-12”) (each such posting, an “EMMA Posting” ), the City and/or the Authority shall (i) provide the Bank with a copy of each EMMA Posting prior to submitting or posting on EMMA and (ii) shall not file or permit the filing of any EMMA Posting that includes Confide ntial Information. The City and the Authority acknowledge and agree that although the Bank may request review, edits or redactions of such materials prior to filing, the Bank is not responsible for the City’s or the Authority’s or any other entity’s (including, but not limited to, any broker-dealer’s) compliance or noncompliance (or any claims, losses or liabilities arising therefrom) with any continuing disclosure agreement or any applicable securities or other laws, including, but not limited to, those relating to the Rule 15c2-12. As used in this Section, “Confidential Information” means any sensitive or confidential information regarding the Bank or any affiliate of the Bank including, without limitation, address and account information, e-mail addresses, telephone numbers, facsimile numbers, names and signatures of officers, employees and signatories.

Section 7.17. Electronic Execution of Certain Documents. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Related Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Bank, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper -based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -53-
Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Bank is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Bank pursuant to procedures approved by it; provided further without limiting the foregoing, upon the request of the Bank, any electronic signature shall be promptly followed by such manually executed counterpart.
[SIGNATURE PAGE FOLLOWS]

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

Signature Page to
Letter of Credit and Reimbursement Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Letter of Credit and Reimbursement Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

CITY OF SAN JOSE FINANCING AUTHORITY
By: ___________________________________
Name: ____________________________
Title: _____________________________

CITY OF SAN JOSE
By: ___________________________________
Name: ____________________________
Title: _____________________________
APPROVED AS TO FORM:

CITY ATTORNEY
By: ____________________________________
Name: ______________________________
Title: _______________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

Signature Page to
Letter of Credit and Reimbursement Agreement
TD BANK, N.A., as the Bank
By: ___________________________________
Name: ____________________________
Title: _____________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

EXHIBIT A

FORM OF LETTER OF CREDIT

IRREVOCABLE DIRECT-PAY LETTER OF CREDIT
No. [________]
May [__], 2025
Computershare Trust Company, National Association,
as Issuing and Paying Agent
[_________]
Attention: [_________]

Ladies and Gentlemen:

We (the “Bank”) hereby establish, at the request and for the account of the City of San José Financing Authority (the “Authority”), and City of San José (the “City”), in your favor, as Issuing and Paying Agent (the “Issuing and Paying Agent”) with respect to the Authority’s Tax-Exempt Lease Revenue Commercial Paper Notes, Series 1 (the “Tax-Exempt Series 1 Note s”) and the Authority’s Taxable Lease Revenue Commercial Paper Notes, Series 1-T (the “Taxable Series 1-T Notes,” and together with the Tax-Exempt Series 1 Notes, the “Series 1 Notes”) issued pursuant to the Amended and Restated Trust Agreement, dated as of June 1, 2005, by and between the Authority and Computershare Trust Company, National Association (as successor in interest to Wells Fargo Bank, National Association) , as trustee (the “Trustee”), as amended, restated, supplemented or otherwise modified from time to time (the “Trust Agreement”), pursuant to which up to $175,000,000 in aggregate principal amount of the Series 1 Notes are being issued, our Irrevocable Direct Pay Letter of Credit No. [________] (this “Letter of Credit”) in the maximum available amount of $187,945,206 (calculated as the sum of the maximum principal amount of the Series 1 Notes (i e., $175,000,000) plus interest thereon at the maximum rate of ten percent (10%) per annum for a period of two hundred seventy days (270) days calculated on the basis of a year of 365 days, and the actual number of days elapsed (i.e., $12,945,206) (as more fully described below) (the “Stated Amount”), which may be drawn upon from time to time in respect of the principal and actual interest accrued on the Series 1 Notes, effective immediately and expiring on the Stated Expiration Date (as hereinafter defined) or earlier as hereafter provided ; provided, however, that if such date is not a Business Day, the Stated Expiration Date shall be the next succeeding Business Day. The Stated Amount is subject to reductions and reinstatements as provided herein. All drawings under this Letter of Credit will be paid with our own funds and will not be paid directly or indirectly from funds or collateral on deposit with or for the account of, or pledged with or for the account of, the Bank by the Authority. The Bank will seek reimbursement for payments made pursuant to drawings under this Letter of Credit only after such payments have been made and pursuant to the terms and conditions set forth in the Letter of Credit and Reimbursement Agreement dated as of May 1, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -2-
“Reimbursement Agreement”), among the City, the Authority, and the Bank pursuant to which this Letter of Credit is issued. All defined terms used herein and not defined herein shall have the meanings assigned to such terms in the Reimbursement Agreement.

The Bank hereby irrevocably authorizes you to draw on it in an aggregate amount not to exceed the Stated Amount of this Letter of Credit set forth above and in accordance with the terms and conditions and subject to the reductions and reinstatements in the amount as hereinafter set forth, (a) in one or more drawings (subject to the provisions contained in the second following paragraph) by one or more of your drafts on any day other than (i) a Saturday or Sunday or a day on which banking institutions are authorized or required by law or executive order to be closed in the State of California or in New York for commercial banking purposes; (ii) a day on which the New York Stock Exchange is authorized or required by law or executive order to be closed; and (iii) a day upon which commercial banks are authorized or required by law or executive order to be closed in the cities and states in which demands for payment may be presented under this Letter of Credit (a “Business Day”), and accompanied by your written and completed certificate signed by you in the form of (i) Annex A attached hereto ( “Certificate for Drawing ”), or (ii) Annex I hereto (with respect to the payment at maturity of the principal of and interest to maturity on Series 1 Notes issued in accordance with the Trust Agreement and that otherwise mature on or after the date that you receive notice from us in the form of Annex H hereto (the “Certificate for Final Drawing”), in each case, in an aggregate amount not exceeding the Stated Amount of this Letter of Credit.

Upon our honoring any Certificate for Drawing or Certificate for Final Drawing in, the Stated Amount and the amount available to be drawn hereunder by you by any subsequent Certificate for Drawing shall be automatically decreased by an amount equal to the amount of such Certificate for Drawing or Certificate for Final Drawing. In connection therewith, except for in the case of a drawing resulting from a Certificate for Final Drawing, the Stated Amount and the amounts from time to time available to be drawn by you hereunder by any Certificate for Drawing shall be increased when and to the extent, but only when and to the extent (i) of transfer by you to the Bank on the date such drawing is honored of proceeds of new Series 1 Notes issued on such date or other funds furnished by or on behalf of the Authority to the Bank for such purpose, in either case in an aggregate amount equal to the amount of such Certificate for Drawing, or upon written notice from the Bank to you that the Bank has been reimbursed by or on behalf of the Authority for any amount drawn hereunder by any Certificate for Drawing and (ii) you have not received a No-Issuance Notice from the Bank in the form of Annex G attached hereto (“No-Issuance Notice”) or a Certificate for Final Drawing .

The Stated Amount of this Letter of Credit shall be reduced from time to time on each Decrease Date and in the amounts set forth in a notice from the Bank to you substantially in the form attached hereto as Annex E ( “Certificate re: Reduction in Stated Amount ”). As of the Decrease Date and upon such reduction, the Stated Amount shall not be less than the principal amount of all outstanding Series 1 Notes plus an amount (the “Interest Coverage Amount”) equal to the sum of the product of the principal amount of each Series 1 Note supported by this Letter of Credit times the maximum interest rate of ten percent (10%) per annum borne by such Series 1 Note, divided by 365, times the number of days from the date of issuance of such Series 1 Note to and including the maturity date of such Series 1 Note.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -3-
Funds under this Letter of Credit are available to you against your Certificate for Drawing(s) in the form of Annex A attached hereto or Certificate for Final Drawing in the form of Annex I attached hereto. Each such Certificate for Drawing or Certificate for Final Drawing shall be dated the date of its presentation, and shall be presented at the office of the Bank located at [_______________] or at such other address as shall be designated by the Bank in a written notice to you. Any such Certificate for Drawing or Certificate for Final Drawi ng may be presented to the Bank either by overnight courier or by facsimile. If we receive any of your Certificate for Drawing(s) or Certificate for Final Drawing at such office, all in strict conformity with the terms and conditions of this Letter of Credit, not later than 11:00 a.m . (New York City time), respectively, on a Business Day prior to the termination hereof, we will honor the same by 3:00 p.m. (New York City time), respectively, on the same day in accordance with your payment instructions. If we receive any of your drafts and certificates at such office, all in strict conformity with the terms and conditions of the Letter of Credit, after 11:00 a.m. (New York City time) on a Business Day prior to the termination hereof, we will honor the same by 3:00 p.m. (New York City time) on the next succeeding Business Day in accordance with your payment instructions.

Payment under this Letter of Credit shall be made by the Bank by wire transfer of immediately available funds to the Issuing and Paying Agent at: [_______________]. Su ch account may be changed only by presentation to the Bank of a letter in form satisfactory to the Bank specifying a different account with the Issuing and Paying Agent and executed by the Issuing and Paying Agent and authenticated to our satisfaction.

This Letter of Credit shall terminate upon the date (the earliest of such date to occur referred to herein as the “Termination Date”) which is the earliest of (i) the later of the date on which the Bank receives written notice from you substantially in the form of Annex C (“Certificate of Alternate Credit Facility”) attached hereto that an Alternate Credit Facility has been substituted for this Letter of Credit in accordance with the Trust Agreement or the effective date of any such Alternate Credit Facility, (ii) the date on which the Bank receives written notice from you substantially in the form of Annex D (“Certificate of No Outstanding Notes”) attached hereto that there are no longer any Series 1 Notes Outstanding within the meaning of the Trust Agreement and that you elect to terminate the Letter of Credit, (iii) 5:00 p.m. (New York City time) on May [__], [2030] (the “Stated Expiration Date”), or (iv) the earlier of (a) the 15th calendar day after the date on which you receive the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored hereunder.

We may extend the Stated Expiration Date from time to time at the request of the City and the Authority by delivering to you an amendment to this Letter of Credit in the form of Annex F (“Notice of Extension”) hereto designating the date to which the Stated Expiration Date is being extended. All references in this Letter of Credit to the Stated Expiration Date shall be deemed to be references to the date designated as such in the most recent of such notices . Any date to which the Stated Expiration Date has been extended as herein provided may be extended in a like manner.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -4-
This Letter of Credit is transferable to any transferee whom you have certified to us has succeeded you as Issuing and Paying Agent under the Third Amended and Restated Issuing and Paying Agent Agreement dated as of May 1, 2025, between the Authority and you, as Issuing and Paying Agent, and may be successively transferred in its entirety. Transfer of the available balance under this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of Credit (and any amendments thereto) accompanied by a Transfer Request in the form of Annex B attached hereto (“Notice of Transfer”) attached hereto signed by the transferor and the transferee (each a “Transfer” ) together with the original Letter of Credit (and any amendments thereto) . Transfers to designated foreign nationals and/or specially designated nationals are not permitted as such transfers are contrary to the U .S. Treasury Department or Foreign Assets Control Regulations. Upon the effective date of such transfer, as set forth in such Transfer, the transferee instead of the transferor shall without necessity of further action, be entitled to all benefits of and rights under this Letter of Credit in the transferor’s place; provided that, in such case, any certificates of the Issuing and Paying Agent to be provided hereunder shall be signed by one who states therein that he is duly authorized officer of the transferee.

This Letter of Credit sets forth in full the Bank’s undertaking, and such undertaking shall not in any way be modified , amended, amplified or limited by reference to any document, instrument or agreement referred to herein (including, without limitation, the Series 1 Notes), except only the certificates and the drafts referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except for such certificates and such drafts.

If a Certificate for Drawing or Certificate for Final Drawing does not conform to the terms and conditions of this Letter of Credit, we shall give you prompt notice that the Certificate for Drawing or Certificate for Final Drawing did not comply in accordance with the terms and conditions of this Letter of Credit, stating the reasons therefor and that the Bank is holding the documents at your disposal or return the same to you, as the Bank may elect. Upon being notified that the Certificate for Drawing or Certificate for Final Drawing was not effected in conformity with this Letter of Credit you may attempt to correct any such non- conforming Certificate for Drawing or Certificate for Final Drawing if, and to the extent that you are entitled and able to do so on or before the Stated Expiration Date.

Communications with respect to this Letter of Credit shall be addressed to us at [_______________] or by facsimile at [____________], specifically referring to the number of this Letter of Credit, or as otherwise provided in writing by us.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -5-
Except as expressly stated herein, this Letter of Credit is governed by, and construed in accordance with, the terms of the International Standby Practices 1998, International Chamber of Commerce Publication No. 590 (the “ISP98”). As to matters not governed by the ISP98, this Letter of Credit shall be governed by and construed in accordance with Article 5 of the Uniform Commercial Code of the State of New York, without regard to conflict of laws.

Very truly yours,
TD BANK, N.A.

By: ___________________________________
Name: ____________________________
Title: _____________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

CITY OF SAN JOSE FINANCING AUTHORITY

COMMERCIAL PAPER PROGRAM

ANNEX A
[FORM OF CERTIFICATE FOR DRAWING]

CERTIFICATE F OR DRAWING I N CONNECTION

WITH THE PAYMENT OF PRINCIPAL AND INTEREST
IRREVOCABLE DIRECT-PAY LETTER O F CREDIT No. [________] [Date]
TD Bank, N.A.
[_____________]
Ladies and Gentlemen:

The undersigned, a duly authorized officer of the undersigned Issuing and Paying Agent (the “Issuing and Paying Agent ”), hereby certifies to TD Bank, N.A. (the “Bank”), with reference to Irrevocable Direct-Pay Letter of Credit No. [________] (the “Letter of Credit, ”) issued by the Bank in favor of the Issuing and Paying Agent, as follows:

1. The undersigned is the Issuing and Paying Agent under the Issuing and Paying Agent Agreement and the Trust Agreement for the holders of the Series 1 Notes.

2. The undersigned is making a drawing under the Letter of Credit with respect to a payment of the principal of and accrued interest on maturing Series 1 Notes, which payment is due on ____________.

3. The amount of the Certificate for Drawing presented to the Bank is equal to $__________, with $____________, being drawn in respect of the payment of the principal of maturing Series 1 Notes and $____________ representing ____ days’ interest thereon. Of the new Stated Amount available of $____________, the new amount attributable to interest is $____________ and the new amount attributable to principal is $____________. Such amounts were computed in compliance with the terms and conditions of the Series 1 Notes and the Trust Agreement. The amount of the Certificate for Drawing being drawn in respect of the payment of principal of and accrued interest on maturing Series 1 Notes does not exceed the Stated Amount of the Letter of Credit.

The amount payable by the Bank with respect to this drawing is $____________.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -2-

4. Each such Series 1 Note was authenticated and delivered by us (or a predecessor Issuing and Paying Agent) pursuant to authority under the Trust Agreement.

5. Upon receipt by the undersigned of the amount demanded hereby, (a) the undersigned will deposit the same directly into the Payment Account maintained by the Issuing and Paying Agent pursuant to the Trust Agreement and the Issuing and Paying Agent Agreement and apply the same directly to the payment when due of the principal amount of the Series 1 Notes and the interest amount owing on account of the Series 1 Notes pursuant to the Trust Agreement, (b) no portion of said amount shall be applied by the undersigned for any other purpose, (c) no portion of said amount shall be commingled with other funds held by the undersigned, except for other funds drawn under the Letter of Credit, and (d) when such Series 1 Notes have been presented for payment and paid by us, we will cancel such matured Series 1 Notes.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document. -3-
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the ____ day of ____________.

COMPUTERSHARE TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By: ___________________________________
Name: ____________________________
Title: _____________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

CITY OF SAN JOSE FINANCING AUTHORITY

COMMERCIAL PAPER PROGRAM

ANNEX B
[FORM OF NOTICE OF TRANSFER CERTIFICATE]

NOTICE OF TRANSFER

IRREVOCABLE DIRECT-PAY LETTER OF CREDIT
No. [________]
[Date]
TD Bank, N.A.
[______________]
Ladies and Gentlemen:

We, the undersigned “ Transferor”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (“Credit”) in its entirety to:

NAME OF TRANSFEREE

(Print Name and complete address of the Transferee) “Transferee”

ADDRESS OF TRANSFEREE

City, State/Country Zip
In accordance with ISP98, Rule 6, regarding transfer of drawing rights, all rights of the undersigned Transferor in such Credit are transferred to the Transferee, who shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the Transferee without necessity of any consent of or notice to the undersigned Transferor.

Enclosed is a transfer fee of $2,500.00.

The original Credit, including amendments to this date, are attached and the undersigned Transferor requests that you endorse an acknowledgment of this transfer on the reverse thereof .

The undersigned Transferor requests that you notify the Transferee of this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred.

The undersigned Transferor acknowledges that you incur no obligation hereunder and that the

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-
transfer shall not be effective until you have expressly consented to effect the transfer by notice to the Transferee.

If you agree to these instructions, please advise the Transferee of the terms and conditions of this transferred Credit and these instructions.

Transferor represents and warrants that (a) the Transferee is the Transferor’s successor as Trustee under the Trust Agreement (b) the enclosed Credit is original and complete, and (c) there is no outstanding demand or request for payment or transfer under the Credit affecting the rights to be transferred.

The Effective Date of this Transfer shall be the date hereafter on which the Transferring Bank effects such transfer by giving notice thereof to Transferee.

WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS TRANSFER.

This Transfer is made subject to ISP98 and is subject to and shall be governed by the laws of the State of New York, without regard to principles of conflict of laws. [SIGNATURE PAGE FOLLOWS]

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-3-

Sincerely yours,
____________________________________
(Print Name of Transferor)

____________________________________
(Transferor’s Authorized Signature)

____________________________________
(Print Authorized Signers Name and Title)

____________________________________
(Telephone Number/Fax Number)

Acknowledged:
____________________________________
(Print Name of Transferee)

____________________________________
(Transferee’s Authorized Signature)

____________________________________
(Print Authorized Signers Name and Title)

____________________________________
(Telephone Number/Fax Number)

SIGNATURE GUARANTEED
Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement.

(Print Name of Bank)

(Address of Bank)

(City, State, Zip Code)

(Print Name and Title of Authorized Signer)

(Authorized Signature)

(Telephone Number)

(Date)

SIGNATURE GUARANTEED
Signature(s) with title(s) conform(s) with that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement.

(Print Name of Bank)

(Address of Bank)

(City, State, Zip Code)

(Print Name and Title of Authorized Signer)

(Authorized Signature)

(Telephone Number)

(Date)

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

CITY OF SAN JOSE FINANCING AUTHORITY

COMMERCIAL PAPER PROGRAM

ANNEX C
[FORM OF CERTIFICATE RE: ALTERNATE CREDIT FACILITY]
CERTIFICATE RE: ALTERNATE CREDIT FACILITY

IRREVOCABLE DIRECT-PAY LETTER OF CREDIT
No. [________]
[Date]
TD Bank, N.A.
[____________]
Ladies and Gentlemen:

The undersigned, a duly authorized signatory of the undersigned Issuing and Paying Agent (the “Issuing and Paying Agent ”), hereby certifies to TD Bank, N.A. (the “Bank”), with reference to Irrevocable Direct-Pay Letter of Credit No. [________] (the “Letter of Credit,”) issued by the Bank in favor of the Issuing and Paying Agent, as follows:

1. The undersigned is the Issuing and Paying Agent under the Issuing and Paying Agent Agreement and the Trust Agreement for the holders of the Series 1 Notes.

2. The conditions precedent to the acceptance of an Alternate Credit Facility set forth in the Trust Agreement have been satisfied.

3. An Alternate Credit Facility in full and complete substitution for the Letter of Credit has been accepted by the Issuing and Paying Agent and is in effect.

4. There will be no further drawings requested from the Bank under the Letter of Credit.

5. Upon receipt by the Bank of this Certificate the Letter of Credit shall terminate with respect to all outstanding Series 1 Notes, and the Letter of Credit (and any amendments thereto) is returned to you herewith for cancellation.

6. No payment is demanded of you in connection with this notice.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the ____ day of ____________.

COMPUTERSHARE TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By: ___________________________________
Name: ____________________________
Title: _____________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

CITY OF SAN JOSE FINANCING AUTHORITY

COMMERCIAL PAPER PROGRAM

ANNEX D
[FORM OF CERTIFICATE RE: NO OUTSTANDING NOTES]
CERTIFICATE RE: NO OUTSTANDING NOTES

IRREVOCABLE DIRECT-PAY LETTER OF CREDIT
No. [________]
[Date]
TD Bank, N.A.
[____________]
Ladies and Gentlemen:

The undersigned, a duly authorized signatory of the undersigned Issuing and Paying Agent (the “Issuing and Paying Agent”), hereby certifies to TD Bank, N.A. (the “Bank”), with reference to Irrevocable Direct-Pay Letter of Credit No. [________] (the “Letter of Credit ”) issued by the Bank in favor of the Issuing and Paying Agent, as follows:

1. The undersigned is the Issuing and Paying Agent under the Issuing and Paying Agent Agreement and the Trust Agreement for the holders of the Series 1 Notes.

2. No Series 1 Notes (other than Series 1 Notes with respect to which an Alternate Credit Facility is in effect) remain outstanding under the Trust Agreement nor does the Authority intend to issue any additional Series 1 Notes under the Trust Agreement.

3. There will be no further drawings requested from the Bank under the Letter of Credit, and we hereby elect to terminate the Letter of Credit and return such Letter of Credit enclosed herewith (and any amendments thereto) to you for cancellation.

4. No payment is demanded of you in connection with this notice.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the ____ day of ____________.

COMPUTERSHARE TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By: ___________________________________
Name: ____________________________
Title: _____________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

CITY OF SAN JOSE FINANCING AUTHORITY

COMMERCIAL PAPER PROGRAM

ANNEX E
[FORM OF CERTIFICATE RE: REDUCTION IN STATED AMOUNT]
CERTIFICATE RE: REDUCTION IN STATED AMOUNT

IRREVOCABLE DIRECT-PAY LETTER OF CREDIT
NO. [________]
(AMENDMENT NO. ___________)
[Date]
Computershare Trust Company, National
Association, as Issuing and Paying Agent
[____________]
The undersigned, duly authorized signatories of TD Bank, N.A. (the “Bank”), hereby certify to Computershare Trust Company, National Association (the “Issuing and Paying Agent”), with reference to Irrevocable Direct-Pay Letter of Credit No. [________] (the “Letter of Credit”) issued by the Bank in favor of the Issuing and Paying Agent, as follows:

1. The Stated Amount of the Letter of Credit shall be decreased in the amount of $______________, (the principal component of such Reduction equal to $______________ and the interest component of such Reduction equal to $______________ effective as of ____________ (the “Decrease Date”). The new Stated Amount of the Letter of Credit is $______________ (the principal component is equal to $______________ and the interest component is equal to $______________).

The aggregate principal amount of Series 1 Notes Outstanding under the Trust Agreement plus the Interest Coverage Amount with respect to such Series 1 Notes, will not exceed the new Stated Amount of the Letter of Credit. As amended, in no event shall the liability of the Bank under the Letter of Credit exceed $______________. You are hereby required to attach this Notice of Decrease in Stated Amount to the Letter of Credit and to treat this Notice of Decrease in Stated Amount as an amendment to the Letter of Credit.

2. The Issuing and Paying Agent’s acknowledgment hereof shall be deemed to be the Issuing and Paying Agent’s representation and warranty that as of the Decrease Date and upon such reduction, the Stated Amount will not be less than the aggregate principal amount of all outstanding Series 1 Note s plus the Interest Coverage Amount with respect to such Series 1 Notes.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the ____ day of ____________.

TD BANK, N.A., as a Bank
By: ___________________________________
Name: ____________________________
Title: _____________________________
Acknowledged as of _________, ___ by:

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
as Issuing and Paying Agent
By: ____________________________________
Name: ______________________________
Title: _______________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

CITY OF SAN JOSE FINANCING AUTHORITY

COMMERCIAL PAPER PROGRAM

ANNEX F
[FORM OF NOTICE OF EXTENSION OF STATED EXPIRATION DATE]

NOTICE OF EXTENSION OF STATED EXPIRATION DATE

IRREVOCABLE DIRECT-PAY LETTER OF CREDIT
NO. [________]
(AMENDMENT NO. ___________)
[Date]
Computershare Trust Company, National
Association, as Issuing and Paying Agent
MAC: E2818-176
707 Wilshire Blvd., 17th Floor
Los Angeles, CA 90017
Attention: Corporate Trust Department/CP Unit
The undersigned, duly authorized signatories of TD Bank, N.A. (the “Bank”), hereby certify to Computershare Trust Company, National Association (the “Issuing and Paying Agent”), with reference to Irrevocable Direct-Pay Letter of Credit No. [________] (the “Letter of Credit”) issued the Bank in favor of the Issuing and Paying Agent, as follows:

1. The Bank hereby notifies you the Stated Expiration Date of the Letter of Credit has been extended to ________________.

2. This letter should be attached to the Letter of Credit and made a part thereof.

TD BANK, N.A., as Bank
By: ___________________________________
Name: ____________________________
Title: _____________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

CITY OF SAN JOSE FINANCING AUTHORITY

COMMERCIAL PAPER PROGRAM

ANNEX G
[FORM OF NO-ISSUANCE NOTICE]

NO-ISSUANCE NOTICE

The undersigned, duly authorized signatories of TD Bank, N.A. (the “Bank”), hereby notifies Computershare Trust Company, National Association (the “Issuing and Paying Agent”), with reference to Irrevocable Direct-Pay Letter of Credit No. [________] (the “Letter of Credit”) issued by the Bank in favor of the Issuing and Paying Agent, as follows:

1. We hereby notify you that, in accordance with the terms of the Letter of Credit and Reimbursement Agreement dated as of May 1, 2025 (as amended and supplemented from time to time, the “Reimbursement Agreement”), by and among the City of San José Financing Authority (the “Authority”), the City of San José (the “City”), and the Bank, an Event of Default (as defined in the Reimbursement Agreement) has occurred and is continuing.

2. Subject to the following sentence, you shall cease authenticating Series 1 Notes, as provided in Section 3.01 of the Trust Agreement, unless and until such No-Issuance Notice is rescinded. Any such notice received after 10:00 a.m. (New York City time) shall be deemed to have been received on the next following Business Day.

3. This No-Issuance Notice shall not affect the obligation of the Bank to honor demands for payment under the Letter of Credit with respect to Series 1 Notes authenticated prior to the receipt by the Issuing and Paying Agent of such No-Issuance Notice, and the Issuing and Paying Agent shall continue to have the right to draw under the Letter of Credit to pay the principal of and accrued interest on maturing Series 1 Notes authenticated prior to the receipt by the Issuing and Paying Agent of such No-Issuance Notice.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the ____ day of ____________.

TD BANK, N.A., as a Bank
By: ___________________________________
Name: ____________________________
Title: _____________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

CITY OF SAN JOSE FINANCING AUTHORITY

COMMERCIAL PAPER PROGRAM

ANNEX H
[FORM OF CERTIFICATE FOR FINAL DRAWING ]

CERTIFICATE FOR FINAL DRAWING

IRREVOCABLE DIRECT-PAY LETTER OF CREDIT
NO. [________]
(AMENDMENT NO. ___________)

Computershare Trust Company, National
Association, as Issuing and Paying Agent
[__________]
Reference is made to Irrevocable Direct -Pay Letter of Credit No. [_________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein being used herein as therein defined) issued by the TD Bank, N.A. (the “Bank”) in your favor as Issuing and Paying Agent.

Please be advised that:
(1) An Event of Default under and as defined in the Reimbursement Agreement has occurred and is continuing.
(2) The Bank hereby instructs the Issuing and Paying Agent, effective upon receipt of this Notice, to cease issuing Series 1 Notes. (3) The Bank hereby notifies the Issuing and Paying Agent that (i) effective upon receipt of this Certificate, the Stated Amount available to be drawn under the Letter of Credit will not be reinstated in accordance with the Letter of Credit, (ii) the Issuing and Paying Agent is instructed to make the final drawing under the Letter of Credit to provide for the payment of Series 1 Notes issued in accordance with the Trust Agreement which are outstanding and are maturing or are hereafter to mature, and (iii) the Termination Date of the Letter of Credit will occur and the Letter of Credit will terminate on the earlier of (a) date which is the 15th calendar day after the date of receipt by the Issuing and Paying Agent of this notice, and (b) the date on which the drawing resulting from the delivery of this notice is honored by us.

TD
BANK, N.A., as Bank
By: ___________________________________
Name: _____________________________
Title: _____________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

CITY OF SAN JOSE FINANCING AUTHORITY

COMMERCIAL PAPER PROGRAM

ANNEX I
[FORM OF CERTIFICATE FOR FINAL DRAWING]

CERTIFICATE FOR FINAL DRAWING

IRREVOCABLE DIRECT-PAY LETTER OF CREDIT
NO. [________]
(AMENDMENT NO. ___________)
[Date]
TD Bank, N.A.
[__________]
Ladies and Gentlemen:

The undersigned, a duly authorized officer of the undersigned Issuing and Paying Agent (the “Issuing and Paying Agent” ), hereby certifies to TD Bank, N.A. (the “Bank” ), with reference to Irrevocable Direct-Pay Letter of Credit No. [__________] (the “Letter of Credit,” the terms defined therein and not otherwise defined herein being used herein as therein defined) issued by the Bank in favor of the Issuing and Paying Agent, as follows:

1. The undersigned is the Issuing and Paying Agent under the Issuing and Paying Agency Agreement and the Trust Agreement and is acting as the agent for the holders of the Series 1 Notes.

2. The Issuing and Paying Agent has received the Final Drawing Notice in the form of Annex [__] to the Letter of Credit.

3. The undersigned is making a Drawing under the Letter of Credit with respect to a payment of the principal of and accrued interest on Series 1 Notes issued in accordance with the Trust Agreement but which mature on or after the date of a Final Drawing Notice.

4. The amount of the Drawing is equal to $__________, with $__________ being drawn in respect of the payment of principal of maturing Series 1 Note s and $__________ representing ___ days’ interest thereon. Such amounts were computed in compliance with the terms and conditions of the Series 1 Notes and the Trust Agreement.

The amount of the Drawing being drawn in respect of the payment of principal of, accrued interest on, and interest payable to maturity of, the Series 1 Notes does not exceed the Stated Amount of the Letter of Credit. The amount requested for payment hereunder has not been and is not the subject of a prior or contemporaneous request for payment under the Letter of Credit.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-

5. The Series 1 Notes were authenticated and delivered by us (or a predecessor Issuing and Paying Agent) pursuant to authority under the Trust Agreement.

6. Upon receipt by the undersigned of the amount demanded hereby, (a) the undersigned will deposit the same directly into the Payment Account maintained by the Issuing and Paying Agent pursuant to the Trust Agreement and the Issuing and Paying Agency Agreement and apply the same directly to the payment when due of the principal amount of Series 1 Notes and the interest amount owing on account of the Series 1 Notes pursuant to the Trust Agreement , (b) no portion of said amount shall be applied by the undersigned for any other purpose, (c) no portion of said amount shall be commingled with other funds held by the undersigned, except for other funds drawn under the Letter of Credit, and (d) when such Series 1 Notes have been presented for payment and paid by us, we will cancel such matured Series 1 Notes.

7. This Certificate is being presented to the Bank on a date which is no later than the 15th calendar day after receipt by the Issuing and Paying Agent of the Final Drawing Notice.

8. Payment by the Bank pursuant to this drawing shall be made to the Issuing and Paying Agent in accordance with the instructions set forth in the Letter of Credit.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the ______ day of _______________, _____.

COMPUTERSHARE TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By: ___________________________________
Name: _____________________________
Title: ______________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

EXHIBIT B
(FORM OF REVOLVING NOTE)

REVOLVING NOTE

May [___], 2025
$[187,945,206]
City of San Jos é Financing Authority (the “Authority” ), for value received, hereby promises to pay to TD Bank, N.A. (the “Bank”), or registered assigns, under the Reimbursement Agreement hereinafter referred to, at the principal office of the Bank in Los Angeles, California, the sum of [One Hundred Eighty-Seven Million Nine Hundred Forty-Three Thousand Two Hundred Six Dollars] or, if less, the aggregate principal amount of all drawings paid by the Bank under the Letter of Credit and all Advances made by the Bank pursuant to the Reimbursement Agreement (as defined below).

The unpaid principal amount hereof from time to time outstanding shall bear interest at the rate or rates and be payable as provided in and calculated in the manner set forth in the Reimbursement Agreement.

Payments of both principal and interest are to be made in lawful money of the United States of America.

Annexed hereto and made a part hereof is a grid (the “Grid”) on which shall be shown all drawings paid by the Bank and all Advances and Term Loans outstanding from time to time under the Reimbursement Agreement and the amounts of principal and interest payable and paid from time to time under the Reimbursement Agreement. The Authority hereby appoints the Bank as its agent to endorse the principal amounts owing to the Bank and the maturity schedule therefor pursuant to Section 2.5 and 2.6 of the Reimbursement Agreement respecting outstanding Advances and Term Loans with interest until payment in full pursuant to the terms of this Revolving Note (this “Note”), and the date and the amount of each such drawing, Advance, Term Loan or principal or interest repayment made hereunder. In any legal action or proceeding in respect of this Note, the entries made in such accounts shall be prima facie evidence of the existence and the amounts of the obligations of the Authority recorded therein.

This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Letter of Credit and Reimbursement Agreement, dated as of May 1, 2025 among the Authority, the City of San José , California (the “City”) and the Bank (collectively, the “Reimbursement Agreement”), as the same may at any time be amended or modified and in effect, among the Authority, the City and the Bank, to which reference is hereby made for a statement of said terms and provisions, including those under which this Note may be paid prior to its due date or its due date accelerated.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-
Notwithstanding the foregoing, the obligations of the Authority under this Note are a special obligation of the Authority payable solely from Base Rental Payments made by the City pursuant to the Sublease and secured by the Pledged Property. To the extent the City pays any obligation of the Authority under this Note, such payment shall be deemed to be payment by Authority of such obligation.

The Authority hereby agrees to pay all expenses, including reasonable attorneys’ fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise.

This Note is made under the laws of the State of California, and for all purposes shall be governed by and construed in accordance with the laws of said State, without regard to principles of conflicts of law . Capitalized terms not otherwise defined herein shall have the meaning set forth in the Reimbursement Agreement.

It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the Reimbursement Agreement precedent to and in the issuance of this Note, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Note have been duly authorized by resolution of the Authority duly adopted.

The Authority hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor and all other notices and demands whatsoever.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-3-
IN WITNESS WHEREOF, the City of San Jos é Financing Authority has caused this Note to be duly executed in its name and on its behalf by a duly authorized officer as of ___________.

CITY OF SAN JOSE FINANCING AUTHORITY
By: ___________________________________
Name: ____________________________
Title: _____________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

REVOLVING NOTE GRID

DRAWINGS, ADVANCES AND TERM LOANS

AND PAYMENTS OF PRINCIPAL AND INTEREST

Date
Drawing,
Advance or
Term Loan
Amount of
Drawing,
Advance or
Term Loan
Principal
Amount
of Advances or
Term Loans
Repaid
Amount of
Interest on
Advances or
Term Loans
Repaid
Aggregate
Advance or
Term Loan
Balance
Notation
Made by

Note: Additional pages of this Revolving Note and Revolving Note Grid may be attached to the Revolving Note as may be necessary to record certain information regarding each drawing, Advance or Term Loan.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

EXHIBIT C
[FORM OF REQUEST FOR EXTENSION OF STATED EXPIRATION DATE]

REQUEST FOR EXTENSION OF STATED EXPIRATION DATE
The undersigned, duly authorized signatories of the undersigned City of San José Financing Authority (the “Authority”) and the City of San José (the “City”), hereby certify to TD Bank, N.A. (the “Bank”), with reference to Irrevocable Direct-Pay Letter of Credit No. [________] (the “Letter of Credit,” the terms defined therein and not otherwise defined herein being used herein as therein defined) issued by the Bank in favor of the Issuing and Paying Agent, as follows:

1. Pursuant to Section 2.10(a) of the Letter of Credit and Reimbursement Agreement, dated as of February 1, 2013 (as amended and supplemented from time to time, the “Reimbursement Agreement”), the Authority and the City hereby request an extension of the Stated Expiration Date to .

2. All representations and warranties contained in Article IV of the Reimbursement Agreement are true and correct and will be true and correct as of the Increase Date as if made on and as of the date hereof and no Event of Default has occurred and is continuing and no event has occurred and is continuing which is or with the passage of time or giving of notice or both would be an Event of Default on and as of the date hereof or will occur as a result of the extension of the Stated Expiration Date of the Letter of Credit.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-
IN WITNESS WHEREOF, the undersigned have executed and delivered this Certificate as of the _______ day of ____________.

CITY OF SAN JOSE FINANCING AUTHORITY
By: ____________________________________
Name: _____________________________
Title: ______________________________

CITY OF SAN JOSE
By: ____________________________________
Name: _____________________________
Title: ______________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

EXHIBIT D
[FORM OF REQUEST FOR DECREASE IN STATED AMOUNT]

REQUEST FOR DECREASE IN STATED AMOUNT
The undersigned, duly authorized signatories of the undersigned City of San JosÉ Financing Authority (the “Authority”) and the City of San José (the “City”), hereby certify to TD Bank, N.A. (the “Bank”), with reference to Irrevocable Direct -Pay Letter of Credit No. [____________] (the “Letter of Credit,” the terms defined therein and not otherwise defined herein being used herein as therein defined) issued by the Bank in favor of the Issuing and Paying Agent, as follows:

1. Pursuant to Section 2.10(d) of the Letter of Credit and Reimbursement Agreement, dated as of May 1, 2025 (as amended and supplemented from time to time, the “Reimbursement Agreement”), the Authority and the City hereby elect to reduce the Stated Amount of the Letter of Credit in the amount of $ ________, effective as of ___________ (the “Decrease Date”).

2. The Decrease Date for which such decrease is requested is which is not more than five (5) days after the date the Bank receives this Request for Decrease in Stated Amount.

3. The new Stated Amount of the Letter of Credit will be $ _____________.

The aggregate principal amount of Series 1 Notes Outstanding under the Trust Agreement plus the Interest Coverage Amount with respect to such Series 1 Notes, will not exceed the new Stated Amount of the Letter of Credit. As of the Decrease Date and upon such reduction, the Stated Amount will not be less than the aggregate principal amount of all outstanding Series 1 Notes plus the Interest Coverage Amount with respect to such Series 1 Notes.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-
IN WITNESS WHEREOF, the undersigned have executed and delivered this Certificate as of the _______ day of ____________.

CITY OF SAN JOSE FINANCING AUTHORITY
By: ____________________________________
Name: _____________________________
Title: ______________________________

CITY OF SAN JOSE
By: ____________________________________
Name: _____________________________
Title: ____________________________

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

EXHIBIT E

FORM OF NO-ISSUANCE NOTICE

[Dated Date]
City of San José Financing Authority
c/o: Finance Department-Debt Management
City of San José
200 East Santa Clara Street, 13th Floor
San José, California 95113-1905
Telephone: (408) 535-7010
Email: [email protected]
Fax: (408) 292-6480
City of San José
c/o: Finance Department-Debt Management
200 East Santa Clara Street, 13th Floor
San José, California 95113-1905
Telephone: (408) 535-7010
Email: [email protected]
Fax: (408) 292-6480
Computershare Trust Company, National Association
[__________]
Attention: [_________]
Telephone: [_________]
Email: [________]
Re: City of San José Financing Authority
Tax-Exempt Lease Revenue Commercial Paper Notes, Series 1 City of San José Financing Authority
Taxable Lease Revenue Commercial Paper Notes, Series 1-T

Ladies and Gentlemen:

Pursuant to Section 6.2 (i) of that certain Letter of Credit and Reimbursement Agreement dated as of May 1, 2025 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Reimbursement Agreement” ), by and among City of San José Financing Authority, City of San José , and TD Bank, N.A. (the “Bank” ), the undersigned hereby notifies you that (i) an “Event of Default” under Section 6.1(__) of the Reimbursement Agreement has occurred and is now continuing and (ii) upon receipt of this notice, no new Series 1 Note s (as defined in the Reimbursement Agreement) shall be issued or authenticated. This

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-
No-Issuance Notice shall remain in effect unless you have received written notification from us that this No-Issuance Notice has been rescinded.

Very truly yours,
TD BANK, N.A.

By: ____________________________________
Name: ______________________________
Title: _______________________________
cc: [Dealers]
[Rating Agencies]

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

EXHIBIT F

FORM OF FINAL DRAWING NOTICE

[Dated Date]
City of San José Financing Authority
c/o: Finance Department-Debt Management
City of San José
200 East Santa Clara Street, 13th Floor
San José, California 95113-1905
Telephone: (408) 535-7010
Fax: (408) 292-6480
City of San José
c/o: Finance Department-Debt Management
200 East Santa Clara Street, 13th Floor
San José, California 95113-1905
Telephone: (408) 535-7010
Fax: (408) 292-6480
Computershare Trust Company, National Association
[__________]
Attention: [_________]
Telephone: [_________]
Email: [________]
Re: City of San José Financing Authority
Tax-Exempt Lease Revenue Commercial Paper Notes, Series 1 City of San José Financing Authority
Taxable Lease Revenue Commercial Paper Notes, Series 1-T

Ladies and Gentlemen:

Pursuant to Section 6.2(ii) of that certain Letter of Credit and Reimbursement Agreement dated as of May 1, 2025 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “ Reimbursement Agreement”), by and among City of San José Financing Authority, City of San José , and TD Bank, N.A. (the “Bank” ), the undersigned hereby notifies you that an “Event of Default” under Section 6.1(__) of the Reimbursement Agreement has occurred and is now continuing.

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

-2-
We hereby instruct the Issuing and Paying Agent to cease issuing Series 1 Notes.

We hereby notify the Issuing and Paying Agent that (i) effective upon receipt of this Final Drawing Notice, the Stated Amount available to be drawn under the Letter of Credit will not be reinstated in accordance with the Letter of Credit, (ii) the Issuing and Paying Agent is instructed to make the Final Drawing under the Letter of Credit (in the form of Annex I thereto) to provide for the payment of Series 1 Notes issued in accordance with the Issuing and Paying Agent Agreement and the Trust Agreement that are both (x) outstanding on the date hereof and (y) maturing or are hereafter to mature, and (iii) the Stated Expiration Date of the Letter of Credit will occur and the Letter of Credit will expire on the earlier of (a) date which is the 15th calendar day (or if such date is not a Business Day, the immediately succeeding Business Day) after the date of receipt by the Issuing and Paying Agent of this notice, and (b) the date on which the Final Drawing resulting from the delivery of this notice is honored by us. Notwithstanding anything in the Issuing and Paying Agent Agreement or the Trust Agreement to the contrary, the Final Drawing under the Letter of Credit shall not provide for the payment of Series 1 Notes that are issued after the receipt by the Issuing and Paying Agent of this notice or a No- Issuance Notice (as defined in the Reimbursement Agreement).

The Issuing and Paying Agent is hereby requested to acknowledge receipt of this notice, make certain undertakings, and certify the new Stated Amount of the Letter of Credit in the manner set forth below.

This Final Draw ing Notice shall remain in effect unless you have received written notification from us that this Final Drawing Notice has been rescinded.

Very truly yours,
TD
BANK, N.A.

By: ____________________________________
Name: ______________________________
Title: _______________________________
cc: [Dealers]
[Rating Agencies]

DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.

San Jose City CouncilMay 6, 2025

San Jose City Council
May 6, 2025