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Assignees, whereby the Assignees will make a payment of $45,060,000 to or to the order of the <br />City; <br />WHEREAS, upon deposit of a portion of such amounts for prepayment of the 1998 <br />Lease Payments, the 1998 Lease Agreement and the agreements related thereto need not be <br />maintained (except as otherwise provided below), and the parties hereto now desire to provide <br />for the termination of such documents as provided herein. <br />NOW, THEREFORE, in consideration of the foregoing and for other consideration the <br />receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree <br />with respect to the document to which it is a party or an assignee: <br />Section 1. Termination. <br />(a) By virtue of the deposit of amounts for prepayment of the 1998 Lease Payments, all <br />obligations of the City under the 1998 Lease Agreement shall cease and terminate, excepting <br />only the obligation of the City to make, or cause to be made, all payments from such deposit <br />and title to the 1998 Project shall vest in the City on the date of said deposit automatically and <br />without further action by the City or the Authority. Said deposit and interest earnings thereon <br />shall be deemed to be and shall constitute a special fund for the prepayment of the 1998 Lease <br />Payments. <br />(b) In accordance with the foregoing, the following agreements (including any option to <br />purchase contained therein), are hereby terminated and are of no further force or effect (except <br />that the hereinafter defined Site and Facility Lease shall terminate 10 days after the termination <br />date hereof): <br />(i) Site and Facility Lease, dated as of January 1, 1998, by and between the City <br />and the Authority, recorded on January 21, 1998, as Instrument No. 19980031193, <br />Orange County Records (the "Site and Facility Lease'); <br />(ii) 1998 Lease Agreement, recorded on January 21, 1998, as Instrument No. <br />19980031194, Orange County Records; and <br />(iii) 1998 Assignment Agreement, recorded on January 21, 1998, as Instrument <br />No. 19980031195, Orange County Records. <br />(c) From and after the date hereof, none of the parties shall have any further rights or <br />obligations thereunder. <br />Section 2. Execution in Counterparts. This Termination Agreement may be executed in <br />several counterparts, each of which shall be an original and all of which shall constitute but one <br />and the same instrument. <br />-2- <br />