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Title:
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Resolution authorizing one or more defeased lease-to-service contract transactions with respect to up to 118 Breda light rail cars; approving the form of and authorizing the execution and delivery of one or more Participation Agreements setting forth the terms and conditions of the lease-to-service contract transactions relating to the rail cars; approving the form of and authorizing the execution and delivery of one or more Head Lease Agreements providing the terms and conditions pursuant to which the rail cars will be leased to one of up to 6 trusts; approving the form of and authorizing the execution and delivery of one or more Head Lease Supplements supplementing the terms and conditions pursuant to which specific rail cars will be leased to each trust; approving the form of and authorizing the execution and delivery of one or more Sublease Agreements providing the terms and conditions pursuant to which each trust will lease the rail cars back to the City to be operated and maintained by the City; approving the form of and authorizing the execution and delivery of one or more Sublease Supplements supplementing the terms and conditions pursuant to which the City will lease back the rail cars from each trust; approving the form of and authorizing the execution and delivery of one or more Payment Agreements providing the terms and conditions pursuant to which the City will provide for the payment of a portion of the sublease rent; approving the form of and authorizing the execution and delivery of an Equity Collateral Security Agreement and a Custody Agreement providing the terms and conditions pursuant to which the City will provide for a custody account to hold and a security interest in, certain securities for the payment of a portion of the sublease rent and the purchase option purchase price if the purchase option is or is deemed exercised; approving the form of and authorizing the execution and delivery of one or more Support and Access Agreements providing the terms and conditions pursuant to which the City will provide each trust support and access to certain property if the City chooses not to purchase the rail cars at the end of the "base" sublease term; approving the form of and authorizing the execution and delivery of one or more Agreements for Assignment on Default each of which will provide the lender with an option to purchase, and take an assignment from an equity investor, such equity investor's beneficial interest in the trust estate upon the occurrence of a trigger event (as such term is defined in said Agreement); approving the form of and authorizing the execution and delivery of one or more Tax Indemnification Agreements providing the terms and conditions pursuant to which the City will indemnify each equity investor for income inclusions or losses of tax benefits; approving the form of and authorizing the execution and delivery of one or more Insurance and Indemnity Agreements providing the terms and conditions pursuant to which the City will indemnify each strip surety provider; approving indemnification of various parties; acknowledging the waiver of the City's right to jury trial under certain circumstances; acknowledging proposed waiver requests pursuant to Sections 12B.5-1(d) and 12C.5-1(d) of the San Francisco Administrative Code; finding that the lease-to-service contract transaction is designed to reduce the amount or duration of payment or similar risk to the City or enhance the relationship between risk and return with respect to investments made pursuant to or in connection with such transaction; approving and authorizing the execution and delivery of any document necessary to implement this Resolution; authorizing the execution and delivery of documents in conforming sets for one or more equity investors; ratifying and approving any action heretofore taken in connection with the transaction contemplated by this Resolution; and related matters.
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