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ED TransBay Cable LeaseTBC Trans Bay Cable June 6, 2017 CITY OF SAN RAFAEL Attn: City Attorney's Office 1346 4th St #206 San Rafael, CA 94901 Re: Consent to Subsequent Encumbrancings of Lease Ladies and Gentlemen, Reference is hereby made to those certain Agreements and Consents to Encumbrancing of Lease by and among the CITY OF SAN RAFAEL, as Lessor; TRANS BAY CABLE LLC, as Lessee; and BAYERISCHE LANDESBANK, as the original collateral agent and secured -party lender, both executed by Lessor on May 5, 2008 ("Agreements and Consents"), as supplemented by those certain Consents to Assignment of Encumbrancings of Lease, each executed by Lessor on October 29, 2010 and recorded November 24, 2010 in the Official Records of Marin County, as Serial No. 2010-006033 1, pursuant to which Lessor approved and consented to the transfer of certain deeds of trust to SteelRiver Transmission Company LLC, a Delaware limited liability company, for further collateral assignment to Deutsche Bank Trust Company Americas, as the collateral agent. In accordance with Section 4(J) of the Agreements and Consents, Lessee hereby requests your consent to subsequent encumbrancings of the Lease with MUFG Union Bank, N.A., as Collateral Agent ("MUFG"), to secure certain noteholders and lenders. A copy of the form of the requested consent is attached hereto as Exhibit A. In addition, we have attached for your reference as Exhibit B certain information related to the subsequent encumbrancings. Pursuant to the Agreements and Consents, we kindly request your approval and consent as described in this letter within ten (10) business days of receipt. We hope that you will find this description of the proposed transactions and the consent form acceptable. Please do not hesitate to contact me at (415) 291-2290, or the company's outside counsel Gregory Thorpe at (213) 430-6593, with any questions. Since y, e(nn 1rardAer V Corporate Counsel TRANS BAY CABLE LLC Trans Bay Cable LLC One Letterman Drive • Bldg C • 5th Floor • San Francisco CA 94129 T +1 415 291 2300 • F +1 415 651 9500 • www,transbaycable.com 2 -1 0 RECORDED AT THE REQUEST OF AND WHEN RECORDED MAIL TO: CITY OF SAN RAFAEL 1400 Fifth Avenue, Rm 209 P.O. Box 151560 San Rafael, CA 94915-1560 Document entitled to free recordation Pursuant to Government Code Section 27383 County: Marin SPACEABOVE THIS LINE FOR RECORDER'S USE CONSENT TO SUBSEQUENT ENCUMBRANCING OF LEASE The undersigned is a party to those certain Agreements and Consents to Encumbrancing of Lease by and among the City of San Rafael, acting by and through the City Council of the City of San Rafael, as Lessor; TRANS BAY CABLE LLC, as Lessee; and BAYERISCHE LANDESBANK, as the original collateral agent and secured -party lender, both executed by Lessor on May 5, 2008 ("Agreements and Consents"), with reference to a Senior Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, and a Subordinated Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, both dated May 28, 2008, and both recorded June 11, 2008 in the Official Records of Marin County, California, as Serial Nos. 2008-0027389 and 2008- 0027390, respectively. The undersigned is also a party to that certain Consent to Assignment of Encumbrancings of Lease, executed by Lessor on October 29, 2010 and recorded November 24, 2010 in the Official Records of Marin County as Serial No. 2010-0060331, pursuant to which Lessor approved and consented to the transfer of such deeds of trust to SteelRiver Transmission Company LLC, a Delaware limited liability company, for further collateral assignment to Deutsche Bank Trust Company Americas, as the collateral agent. Lessee is entering into a subsequent encumbrancing of the Lease with MUFG Union Bank, N.A., as Collateral Agent ("MUFG"), to secure certain noteholders and lenders. In accordance with the terms of the Agreements and Consents, Lessor hereby approves and consents to the subsequent encumbrance for the benefit of MUFG. From and after the effective date of such encumbrance, MUFG will have the rights and obligations of the "Secured Party -Lender' under the Agreements and Consents. Nothing in this consent shall be construed to modify, waive, release or otherwise affect, any of the provisions of that certain Lease between Lessor and Lessee dated December 20, 2006, recorded December 29, 2006, in the Official Records of Marin County, California, as Serial No. 2006-0080879. IN WITNESS WHEREOF, the undersigned has executed this Consent to Subsequent Encumbrancing of Lease as of the date stated hereafter. LESSOR CITY OF S7NFDated: IS I By:Name:3�h'� Amt I eV Ct_ Title: A'S,S-F _ L• � SIGNATURE MUST BE NOTARIALLY ACKN WLEDGED EXHIBIT B Information Related to Subsequent Encumbrancings of Lease Lessee: Trans Bay Cable LLC Mailing Address: Trans Bay Cable LLC One Letterman Drive Building C, 5t' Floor San Francisco, CA 94129 Attention: Lenneal Gardner Email: lenneal.gardner@transbaycable.com Phone: 415-291-2290 Fax: 415-291-2250 Company Information: Trans Bay Cable LLC ("the Company") is a Delaware limited liability company. Project Information: The project is an HVAC and HVDC point-to-point, unidirectional transmission system with approximately 400 MW capacity that is located on land and underwater in the control area of CAISO and interconnected with the electric system of PG&E (the "Project"). The Project is located within the counties of San Francisco, Marin, Solano, and Contra Costa, pursuant to various leases and easements. The Project has been operating within CAISO since 2010. CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Economic Development Project Manager: Danielle O'Leary Extension: 3460 Contractor Name: Trans Bay Cable LLC Contractor's Contact: Lenneal Gardner Contact's Email: lenneal.sardner@transbavcable.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER CONTINUE ROUTING PROCESS WITH HARD COPY DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A 6 City Attorney Review and approve hard copy of signed 6/13/2017 agreement b. Email contract (in Word) & attachments to City 7 City Attorney Review and approve insurance in PINS, and bonds N/A Atty c/o Laraine.Gittens@cityofsanrafael.org (for Public Works Contracts) 2 City Attorney a. Review, revise, and comment on draft agreement N/A 9 City Clerk and return to Project Manager N/A forwards copies to Project Manager b. Confirm insurance requirements, create Job on 4"/1 t% �` PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-siened agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 6/13/17 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds N/A (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager I �g 4"/1 t% �`