Lease Agreement City of RWC PFA as sublessor

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Notwithstanding the foregoing, in connection with any sublease entered into for financing purposes, the principal component of the then remaining Lease Payments plus the principal component of the sublease payments shall not exceed the fair market value of the Property. Section 7.6. Amendment of Lease Agreement. This Lease Agreement may be amended with the prior written consent of the Authority and the Assignee (at the Assignee's sole discretion)provided such amendment does not, in the Assignee's sole judgment, adversely affect the Assignee. Section 7.7. Tax Covenants. The City shall not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, the interest components of the Lease Payments to become includable in gross income for federal income tax purposes. To that end, the City hereby makes the following specific covenants: (a) The City hereby covenants that it shall not make or permit any use of the proceeds of this Lease Agreement that may cause the Lease Agreement to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended. (b) The City covenants that the proceeds of the Lease Agreement will not be used so as to cause the proceeds on the Lease Agreement to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code. (c) The City covenants not to take any action or permit or suffer any action to be taken if the result of the same would be to cause the Lease Agreement to be "federally guaranteed" within the meaning of Section 149(b)of the Code. (d) The City will take any and all actions necessary to assure compliance with Section 148(fl of the Tax Code, relating to the rebate of excess investrnent earnings, if any,to the federal government,to the extent that such section is applicable to the Lease Payments. Section 7.8. Financial Statements; Budgets. Within two hundred seventy (270) days following the end of each Fiscal Year of the City during the Term of this Lease Agreement, the City will provide the Authority and the Assignee with a copy of its audited financial statements for such Fiscal Year. Such audited financial statements shall include the City's Comprehensive Annual Financial Report ("CAFR"), including such information as is required by applicable Government Accounting Standards Board pronouncements and applicable State law. Within thirty (30) days of the end of each fiscal year, the City will provide the Assignee with a copy of its annual budget and any interim updates or modifications to such budget. The City hereby agrees to provide the Assignee with such other information as may be reasonably requested by the Assignee. Section 7.9. Records and Accounts. The City covenants and agrees that it shall keep proper books of record and accounts of its operations, in which complete and conect entries shall be made of all transactions relating to the City. Said books and records shall at all reasonable times be subject to the inspection of the Assignee upon 72 hours' prior notice. -27- 338802_2.DOC