Lease Agreement City of RWC PFA as sublessor

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LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease Agreement"), dated as of May 1, 2013, is between the CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California, as lessor (the "Authority"), and the CITY OF REDWOOD CITY, a charter city and municipal corporation organized and existing under and by virtue of the laws of the State of California, as lessee(the"City"); WITNESSETH : WHEREAS, pursuant to that certain Site and Facility Lease, dated as of May 1, 2013 (the "Site and Facility Lease"), the City has leased that certain reai property situated in San Mateo County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof(the "Site"), and those certain improvements thereon, more particularly described in Exhibit B hereto (the "Facility" and, with the Site, the "Property"), to the Authority, all for the purpose of enabling the City to refinance its obligations with respect to the Authority's Lease Revenue Bonds, Series 2003 (the"2003 Bonds"); WHER.EAS,the Authority proposes to lease the Property back to the City pursuant to this Lease Agreement and to assign all of its rights, title and interest in, to and under this Lease Agreement, including its right to receive lease payments under this Lease Agreement(the"Lease Payments"), its right to enforce payment of the Lease Payments and otherwise to enforce its interest and rights under this Lease Agreement in the event of a default hereunder by the City and its rights under the Site and Facility Lease, to Compass Bank, an Alabama banking corporation (the "Assignee"), pursuant to that certain Assignment Agreement, dated as of May 1, 2013,by and between the Authority and the Assignee; and WHEREAS, the City and the Authority have agreed to enter into this Lease Agreement providing for Lease Payments with an aggregate principal component in the amount of $3,360,000 for the purpose of implementing the financing transactions described above. AGREEMENT : NOW, THEREFORE, for and in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the parties hereto hereby formally covenant, agree and bind themselves as fallows: ARTICLE I DEFINITIONS; RULES OF INTERPRETATION Section 1.1. Definitions. All terms defined in this Section 1.1 have the meanings herein specified for all purposes of this Lease Agreement. 338802 2.DOC