COUNTYWIDE PUBLIC FINANCING AUTHORITY

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SITE AND TACILITY LEASE This SITE AND FACILITY LEASE, dated as of July 1, 1996, is by and between the CITY OF SANTA ANA, a municipal corporation and general law city organized and existing under the laws of the State of California, as lessor (the "City"), and the COUNTYWIDE PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California, as lessee (the "Authority"); WITNESSETH: WHEREAS, the City is proceeding to finance its share of a countywide 800 MHz communications system and to finance the construction of capital improvements throughout the geographic boundaries of the City by leasing certain real property and improvements from the Authority pursuant to a Lease Agreement, dated as of July 1, 1996 (the "Lease Agreement"); and WHEREAS, the City proposes to enter into this Site and Facility Lease with the Authority as a material consideration for the Authority's agreement to lease such land and improvements to the City; NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, as follows: Section 1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein., the capitalized terms in this Site and Facility Lease shall have the respective meanings specified in Section 1.01 of the Indenture, dated as of July 1, 1996, by and between the Authority and U.S. Trust Company of California, N.A., as trustee thereunder. Section '2. Site and Facility Lease. The City hereby leases to the Authority and the Authority hereby leases from the City, on the terms and conditions hereinafter set forth, those certain parcels of real property situated in the City of Santa Ana, Orange County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (the "Site"), and those certain improvements on the Site more particularly described in Exhibit B attached hereto and made a part hereof (collectively, the "Facility"). Section 3. Term. The term of this Site and Facility Lease shall commence on the date of recordation of this Site and Facility Lease in the Office of the County Recorder of Orange County, State of California, and shall end on August 1, 2006, unless such term is extended or sooner terminated as hereinafter provided. If, on August 1, 2006, the aggregate amount of Lease Payments (as defined in and as payable under the Lease Agreement) shall not have been paid, or provision shall not have been made for their payment, then the term of this Site and Facility Lease shall be extended until such Lease Payments shall be fully paid or provision made for such payment. If, prior to August 1, 2006, all Lease Payments shall be fully paid or provision made for such payment in accordance with Section 4.3 or 4.4 of the Lease Agreement, the term of this Site and Facility Lease shall end ten (10) days thereafter. Section 4. Advance Rental Payment. The City agrees to lease the Site and the Facility to the Authority in consideration of the payment by the Authority of an advance rental payment of $5,676,282.00. The City and the Authority agree that by reason of the sale of the Bonds and deposit of proceeds pursuant to the provisions of the Indenture, the advance rental payment referenced in the preceding sentence shall be deemed to have been paid.