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RESOLUTION NO. 5 RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF RIVERSIDE MUNICIPAL IMPROVEMENTS CORPORATION AUTHORIZING EXECUTION AND DELIVERY BY THE CORPORATION OF A FIRST AMENDMENT TO LEASE AGREEMENT, A FIRST AMENDMENT TO SITE AND SECOND PARKING STRUCTURE LEASE AGREEMENT AND A FIRST AMENDMENT TO ASSIGNMENT AGREEMENT AND MAKING OTHER FINDINGS RELATING THERETO WHEREAS, the City of Riverside (the "City") and the City of Riverside Municipal Improvements Corporation (the "Corporation") have heretofore entered into a Lease Agreement dated as of September 1, 2006, a memorandum of which was recorded on September 26, 2006 as Document No. 2006-0710318 in the Official Records of Riverside County (the "Lease"), pursuant to which the Corporation leased certain real property (the "Original Premises") to the City in connection with the execution and delivery of the City of Riverside 2006 Lease Revenue Certificates of Participation (Galleria at Tyler Public Improvements) (the "2006 COPs"); and WHEREAS, also in connection with the execution and delivery of the 2006 COPs, the City and the Corporation entered into a Site and Second Parking Structure Lease Agreement dated as of September 1, 2006, and recorded on September 26, 2006 as Document No. 2006-0710317 in the Official Records of Riverside County (the "Site Lease"), pursuant to which the City leased the Original Premises to the Corporation; and WHEREAS, also in connection with the execution and delivery of the 2006 COPs, the Corporation and U.S. Bank National Association (the "Bank") entered into an Assignment Agreement dated as of September 1, 2006, and recorded on September 26, 2006 as Document No. 2006-0710319 in the Official Records of Riverside County (the "Assignment Agreement", and together with the Lease and the Site Lease, the "Existing Agreements"), pursuant to which the Corporation assigned its interests relating to the Original Premises to the Bank; and WHEREAS, the City now desires to prepay a portion of the 2006 COPs through the issuance of the Riverside Public Financing Authority Lease Revenue Refunding Bonds, Series 2018A (Federally Taxable) (the "2018 Bonds"); and WHEREAS, a portion of the Original Premises defined in the Lease as the Second Parking Structure must be released from the Lease so that such portion may secure, in part, certain lease payments to be made in connection with the 2018 Bonds; and WHEREAS, this Board of Directors now desires to amend the Existing Agreements to cause the release of the Second Parking Structure from the Existing Agreements in order to facilitate the execution and delivery of the 2018 Bonds by entering into a First Amendment to the Lease, a First Amendment to the Site and Second Parking Structure Lease Lease, and a First Amendment to the Assignment Agreement; and WHEREAS, the Corporation is authorized to undertake all of the foregoing pursuant to the laws of the State of California.