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2. Use of Funds. The purchase price paid by the Purchaser shall be used by the
<br /> Authority to pay the City an advance rental of$3,360,000, pursuant to Section 4 of the Site and
<br /> Facility Lease. Together with other funds of the City and the amount on deposit in the 2003
<br /> Bonds' debt service reserve fund, the City shall use such advance rental payment received from
<br /> the Authority to (i) prepay it obligations under the 2003 Subordinate Lease Agreement and
<br /> thereby defease and refund the City of Redwood City Public Financing Authority 2003 Lease
<br /> Revenue Bonds (the "2003 Bonds"), and (ii) pay the costs related to the preparation, execution
<br /> and delivery of the Lease Agreement, the Site and Facility Lease, the Assignment Agreement
<br /> and documents related to the redemption of the 2003 Bonds.
<br /> 3. Disposition of Proceeds. Upon the Closing Date, as defined below, the purchase
<br /> price paid by the Purchaser shall be transferred by the Purchaser on behalf of the Authority, as
<br /> follows:
<br /> (a) The Purchaser shall transfer, via wire transfer, to The Bank of New York Mellon
<br /> Trust Company, N.A., as escrow bank, the amount of $3,292,748.00 to be deposited in the
<br /> Escrow Fund and applied, with other moneys, on May 30, 2013, to the prepayment of the 2003
<br /> Subordinate Lease Agreement and the redemption of the 2003 Bonds. Wire information will be
<br /> provided prior to the Closing Date.
<br /> (b) The Purchaser shall transfer, via wire transfer in immediately available funds, the
<br /> following amounts to the following entities, in respect of the payment of the costs of the
<br /> financing transaction(invoices with wire information to be provided prior to the Closing Date):
<br /> (i) to Nossaman LLP, as special counsel, $32,000.00;
<br /> (ii) to Stradling Yocca Carlson & Rauth, a Professional Corporation,
<br /> as counsel to the Purchaser, $7,500.00;
<br /> (iii) to The Bank of New York Mellon Trust Company,N.A., as escrow
<br /> bank, $400.00; and
<br /> (iv) to First American Title Company, as title company, $2,352.00; and
<br /> (v) to the City, $25,000.00, to be applied to the City's costs of the
<br /> transaction (including payment of the City's financial advisor ) or applied to make the
<br /> first Lease Payment.
<br /> 4. Closing. At 8:00 a.m. California Time, on May 30, 2413, or at such other time or on
<br /> such earlier or later date as the Purchaser, the Authority and the City mutually agree upon (the
<br /> � "Closing Date"}, the City will deliver (or cause to be delivered) the Site and Facility Lease and
<br /> the Lease Agreement executed by the City and the Authority, and the Assignment Agreement
<br /> executed by the Authority and the Purchaser, and the Purchaser will pay the purchase price for
<br /> the Authority's rights, title and interest in the Site and Facility Lease and the Lease Agreement as
<br /> set forth in Section 1 hereof in federal or other immediately available funds.
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