Lease Agreement City of RWC PFA as sublessor

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Payments by wire: Compass Bank ABA#: 113-0 l 0-547 For Credit to: DO NOT POST. CONTACT LDFCPublicFinance@BBVACompass.com Reference: City of Redwood City , Section 4.4. Quiet EnLovment. Throughout the Term of this Lease Agreement, the Authority will provide the City with quiet use and enjoyment of the Property and the City will peaceably and quietly have and hold and enjoy the Property, without suit, trouble or hindrance from the Authority, except as expressly set forth in this Lease Agreement. The Authority will, at the request of the City and at the City's cost,join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Authority may lawfully do so. Notwithstanding the foregoing, the Authority and the Assignee have the right to inspect the Property as provided in Sections 5.12(c) and 7.2. Section 4.5. Title. At all times during the Term of this Lease Agreement, the City shall hold title to the Property, including all additions which comprise fixtures, repairs, replacements or modifications thereto, subject to Permitted Encumbrances and subject to the provisions of Section 7.2. Upon the termination of this Lease Agreement (other than under Section 8.2(b) hereofl, all right, title and interest of the Authority in and to the Property shall be transferred to and vested in the City. Upon the payment in full of all Lease Payments allocable to the Property, or upon the deposit by the City of security for such Lease Payments as provided in Section 9.1, all right,title and interest of the Authority in and to the Property shall be transferred to and vested in the City. The Authority agrees to take any and all steps and execute and record any and all documents reasonably required by the City to consummate any such transfer. Section 4.6. Release of Excess PropertX. The City may, at any time and from time to time, release any portion of the Property(the"Released Property") from tl�e Lease, with the prior written consent of the Assignee, which consent shall be at the Assignee's sole discretion, and upon satisfaction of a11 of the following requirements which are conditions precedent to such release: (a) The City shall certify to the Authority and the Assignee that no Event of Default has occurred and is continuing, and no event giving rise to an abatement of Lease Payments under Section 6.3 has occurred or is continuing with respect to the Property to be remaining following release of the Released Property; (b) The City shall file with the Authority and the Assignee, and cause to be recorded in the office of the San Mateo County Recorder, an amendment to this Lease Agreement which deletes the Released Property from the description of the Property; -15- 338802_2.DOC