Agmt12 Bair Island Aquatic Center, Inc

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I . Exhibit C ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "Ass ignment") dated as of June 24, 2009, is between LONESTAR CALIFORNIA, INC. ("Assignor"), and THE CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("Assignee"). A. Assignor is the Landlord ("Landlord") under that certain lease dated as of October 1, 1999 (the "Original Lease") executed by RMC PACIFIC MATERIALS, INC., a Delaware corporation, as the "La ndlord," and BAIR ISLAND AQUATIC CENTER, a California non- profit corporation ("Tenant"), with respect to certain real property and improvements thereon known as 1450 Maple Street, Redwood City, California, as more particularly described on Exhibit A attached hereto (the "Premi ses"). The Original Lease has been modified by a document entitled "Modification No. 1," dated on or about February 10, 2005, between RMC PACIFIC MATERIALS, INC. and Tenant (collectively, the "Lease"). Assignor is the successor to RMC PACIFIC MATERIALS, INC., a Delaware corporation, and holds the Landlord's interes t under the Lease. B. Assignor and Assignee entered into an Agreement of Sale and Purchase dated for reference purposes as of April 16, 2009, as amended by a First Amendment to Agreement of Sale and Purchase dated June 3, 2009, and a Second Agreement Amendment to Agreement of Sale and Purchase dated June 17 , 2009 (collectively, the "Purchase Agreement"), pursuant to which Assignee agreed to purchase the Premises and certain other real property described therein (collectively, the "Property") from Assignor, and Assignor agreed to sell the Property to Assignee, on the terms and conditions contained therein. C. Assignor desires to assign its interest as Landlord in the Lease to Assignee, and Assignee desires to accept the assignment thereof, on the terms and conditions below. ACCORDINGLY, the parties hereby agree as follows: 1. Assignor hereby assigns to Assignee all of its right, title, and interest in and to the Lease, and Assignee hereby accepts such assignment and assumes (i) all of the Landlord' s obligations under the Lease to the extent first arising from and after the date hereof including the obligations and duties of Assignor relating to the return of any Tenant deposits, if any, and (ii) all of the Landlord's obligations under the Lease to the extent accruing after the date hereof. 2. In the event of any dispute between Assignor and Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the sole prevailing party's costs and expenses of such dispute, including, without limitation, reasonable attorneys' fees and costs. Redwood City 6.24 09 1 Page 29 of 31