Lease Agreement City of RWC PFA as sublessor

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(g) Continued Existence of the Authority. The Authority will take or cause to be taken all actions reasonably necessary to continue its existence until such time as the Lease Payments have been paid in full, including but not limited to the addition or substitution of one or more new members. ARTICLE III DEPOSIT AND APPLICATION OF FUNDS Section 3.1. Deposit of and Application of Funds. On the Closing Date, the Authority shall cause the amount of$3,292,748.00 to be transferred to the Escrow Bank for deposit in the 2003 Escrow Fund and applied, together with other funds of the City and proceeds relating to the 2003 Bonds, to the prepayment of the City's obligations under the 2003 Lease Agreement and the defeasance and redemption of the 2003 Bonds. The amount of$3,292,748.00 shall be derived from amounts paid by the Assignee under the Assignment Agreement. In addition, a portion of the amounts paid by the Assignee under the Assignment Agreement (including amounts retained by the Assignee for its fees) shall be applied by the Assignee, at the request of the City, to pay financing costs of the transaction in the amount of$67,252.00. To the extent any of such amount remains unpaid as of September 1, 2013, the Assignee shall apply such amount as a credit to the Lease Payment of the City due January 15, 2014. Any financing costs in excess of$67,252.00 shall be paid by the City. Section 3.2. Termination of the 2003 Lease A�reement. As a result of the defeasance of the 2003 Bonds, the 2003 Lease Agreement has been discharged and terminated in accordance with its tertns. On the Closing Date, the City shall enter into an agreement terminating the 2003 Lease Agreement, and shall cause executed copies of said agreements to be recorded in the office of the San Mateo County Recorder. ARTICLE IV LEASE OF PROPERTY; LEASE PAYMENTS Section 4.1. Sublease of Property by the Authority Back to the Citx. (a) The Authority hereby subleases the Property to the City, and the City hereby subleases the Property from the Authority, upon the terms and conditions set forth in this Lease Agreement. (b) The leasing of the Property by the City to the Authority pursuant to the Site and Facility Lease shall not affect or result in a merger of the City's subleasehold estate pursuant to this Lease Agreement and its fee estate as lessor under the Site and Facility Lease. Section 4.2. Term. The Term of this Lease Agreement commences on the Closing Date and ends on July 15, 201 S, or the date on which all of the Lease Payments have been paid in full. If on July 15, 2018, the Lease Payments payable hereunder shall have been abated at any time and for any reason and not otherwise paid from rental interruption insurance or other sources, or -11- 338802 2.DOC