Common use of Prepayment Option Commencement Date Clause in Contracts

Prepayment Option Commencement Date. For purposes of Section 10.01(a) of the Agreement, the Prepayment Option Commencement Date is 1, 20 . DATED this day of , [2010/2011]. CITY OF SAN DIEGO, CALIFORNIA, as Lessee By: Name: Title: BANC OF AMERICA LEASING & CAPITAL, LLC, By: Name: Title: ATTACHMENT B FORM OF OPINION OF COUNSEL TO ▇▇▇▇▇▇ Banc of America Leasing & Capital, LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Mail Code: MD5-032-07-05 ▇▇▇▇ Valley, MD 21031 Attn: Contract Administration Re: Taxable QECB Equipment Lease Agreement dated as of , [2010/2011], between Banc of America Leasing & Capital, LLC, as Lessor, and City of San Diego, California, as Lessee Ladies and Gentlemen: This office is counsel to the City of San Diego, California (the “Lessee”) and in that capacity we have examined (a) an executed counterpart of that certain Agreement to Execute Lease dated , [2010/2011] (the “Agreement to Execute Lease”) between Banc of America Leasing & Capital, LLC and the Lessee, (b) an executed counterpart of that certain Taxable QECB Equipment Lease Agreement, dated as of , [2010/2011] (the “Agreement”), and Attachments thereto, between Banc of America Leasing & Capital, LLC (the “Lessor”) and the Lessee, which, among other things, provides for the lease of certain property (the “Energy Conservation Equipment”), (c) an executed counterpart of that certain Acquisition Fund and Account Control Agreement dated as of , [2010/2011] (the “Acquisition Fund Agreement”) among the Lessor, the Lessee and Deutsche Bank National Trust Company, as Acquisition Fund Custodian, (d) a certified copy of the ordinance of the governing body of the Lessee with respect to the transaction contemplated by the Agreement to Execute Lease, the Agreement and the Acquisition Fund Agreement (collectively, the “Transaction Documents”) and documents related thereto and (e) such other opinions, documents and matters of law as we have deemed necessary in connection with the following opinions. This opinion of counsel is delivered in accordance with Section 3.04(a)(vi) of the Agreement. As a result of our examination of the Transaction Documents and such other examinations as we deemed appropriate, we have advised the Lessee and hereby indicate to Banc of America Leasing & Capital, LLC, as Lessor, that, in our opinion:

Prepayment Option Commencement Date. For purposes of Section 10.01(a) of the Agreement, the Prepayment Option Commencement Date is 1March 30, 20 2017. DATED this day Attachment B Form of , [2010/2011]. CITY OF SAN DIEGO, CALIFORNIA, as Opinion of Counsel to Lessee By: Name: Title: BANC OF AMERICA LEASING & CAPITAL, LLC, By: Name: Title: ATTACHMENT B FORM OF OPINION OF COUNSEL TO ▇▇▇▇▇▇ Banc of America Leasing & Capital, LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Mail Code: MD5-032-07-05 ▇▇▇▇ Valley, MD 21031 Attn: Contract Administration Re: Taxable QECB Equipment Lease Agreement dated as of April 15, [2010/2011]2011, between Banc of America Leasing & Capital, LLC, as Lessor, and City of San Diego, California, as Lessee Ladies and Gentlemen: This office is counsel to the City of San Diego, California (the “Lessee”) and in that capacity we have examined (a) an executed counterpart of that certain Agreement to Execute Lease dated March 25, [2010/2011] 2011 (the “Agreement to Execute Lease”) between Banc of America Leasing & Capital, LLC and the Lessee, (b) an executed counterpart of that certain Taxable QECB Equipment Lease Agreement, dated as of April 15, [2010/2011] 2011 (the “Agreement”), and Attachments thereto, between Banc of America Leasing & Capital, LLC (the “Lessor”) and the Lessee, which, among other things, provides for the lease of certain property (the “Energy Conservation Equipment”), (c) an executed counterpart of that certain Acquisition Fund and Account Control Agreement dated as of April 15, [2010/2011] 2011 (the “Acquisition Fund Agreement”) among the Lessor, the Lessee and Deutsche Bank National Trust Company, as Acquisition Fund Custodian, (d) a certified copy of the ordinance of the governing body of the Lessee with respect to the transaction contemplated by the Agreement to Execute Lease, the Agreement and the Acquisition Fund Agreement (collectively, the “Transaction Documents”) and documents related thereto and (e) such other opinions, documents and matters of law as we have deemed necessary in connection with the following opinions. This opinion of counsel is delivered in accordance with Section 3.04(a)(vi) of the Agreement. As a result of our examination of the Transaction Documents and such other examinations as we deemed appropriate, we have advised the Lessee and hereby indicate to Banc of America Leasing & Capital, LLC, as Lessor, that, in our opinion: