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ASSIGNMENT AGREEMENT <br /> This Assignment Agreement (the "Assignment Agreement"), dated as of March <br /> 1, 1994, by and between the Santa Ana Financing Authority, a joint powers authority, duly <br /> organized and existing under and by virtue of the Constitution and laws of the State of California <br /> (the "Authority"), and Meridian Trust Company, a national banking association duly organized <br /> and existing under and by virtue of the laws of the United States as Trustee (the "Trustee"); <br /> WITNESSETH: <br /> WHEREAS, the Authority and the City of Santa Ana, a municipal corporation <br /> organized and existing under and by virtue of the Constitution and laws of the State of California <br /> (the "City"), have executed and entered into a Ground J ease (the "Ground Lease") and a J ease <br /> (the "Lease"), both dated as of March 1, 1994; and <br /> WHEREAS, under and pursuant to the Lease, the City is obligated to make <br /> scheduled base rental payments (the "Base Rental") to the Authority; and <br /> WHEREAS, the Authority desires to assign to the Trustee without recourse all <br /> its rights to receive the Base Rental to be paid by the City under and pursuant to the J ease and <br /> certain other rights thereunder and under the Ground Lease; and <br /> WHEREAS, in consideration of such assignment and the execution and entering <br /> into of an Indenture, dated as of March 1, 1994 (the "Indenture"), by and between the Authority <br /> and the Trustee, the Trustee will authenticate and deliver the Santa Ana Financing Authority <br /> Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds"), <br /> which Bonds shall be payable solely from payments made by the City pursuant to the Lease; and <br /> WHEREAS, the Authority hereby certifies that all acts, conditions and things <br /> required by law to exist, to have happened and to have been performed precedent to and in <br /> connection with the execution and entering into of the Assignment Agreement do exist, have <br /> happened and have been performed in regular and due time, form and manner as required by <br /> law, and the parties hereto are now duly authorized to execute and enter into the Assignment <br /> Agreement; <br /> NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF <br /> • THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR <br /> OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE <br /> AS FOLLOWS: <br /> SECTION 1. Assignment. The Authority, for one dollar ($1.00) and for other <br /> good and valuable consideration in hand received, does hereby sell, assign and transfer, without <br /> recourse, to the Trustee for the benefit of the registered owners of the Bonds each and all of its <br /> rights under the Ground I ease and Lease (but not including the right of the Authority to receive <br /> LA1-63377.2 <br />