THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A (2).

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payment, but in no event later than July 1, 2038. If, prior to January 1, 2028, all Lease Payments shall be fully paid or provision made for such payment in accordance with the Lease Agreement, the term of this Site and Facility Lease shall end. Section 4. Advance Rental Payment. The City agrees to lease the Property to the Authority in consideration of the payment by the Authority of an advance rental payment of $45,060,000. The City and the Authority agree that by reason of the assignment of the Lease Payments to the Assignees under and pursuant to the Assignment Agreement, the advance rental payment referenced in the preceding sentence shall be deemed to have been paid. Section 5. Purpose. The Authority shall use the Property solely for the purpose of leasing the Property to the City pursuant to the Lease Agreement and for such purposes as may be incidental thereto; provided, however, that in the event of default by the City under the Lease Agreement, the Authority and its assigns may exercise the remedies provided in the Lease Agreement. Section 6. City's Interest in the Property. The City covenants that it is the owner in fee of the Property. Section 7. City Representations and Certifications to the Authority and the Assignees. The City hereby certifies and represents, warrants, covenants and agrees as follows: (a) This Site and Facility Lease is in full force and effect, and there have been no amendments, modifications, changes or additions since its execution. (b) To the best of the City's knowledge, the Authority is not and will not be, in any respect, in default under the terms and provisions of this Site and Facility Lease. Further, to the best of City's knowledge, City knows of no event which would, currently or with the passage of time or giving of notice, or both, constitute a default under the terms of this Site and Facility Lease by either the Authority or the City. (c) The City has not currently encumbered its fee interest in the Property to any lender or financial institution, whether by way of mortgage, deed of trust or other security instruments, except for this Site and Facility Lease and the Lease Agreement which is being recorded concurrently herewith and Permitted Encumbrances (as defined in the Trust Agreement). (d) The City acknowledges hereby consents to the Lease Agreement (e) Upon the Event of Default under the Lease Agreement, the City will standstill and allow the Authority or the Assignees to pursue any and all remedies available to the Authority or Assignees under either this Site and Facility Lease or the Lease Agreement. (f) Except for the rental payment referenced in Section 4, no additional rent is or will be due under this Site and Facility Lease by the Authority through the term of this Site and Facility Lease and the Authority has satisfied all of its obligations under this Site and Facility Lease. (g) During the term of the Site and Facility Lease, the City will not consent to any amendment, modification or termination of this Site and Facility Lease without the prior written consent of the Assignees. (h) During the term of this Site and Facility Lease, the City will not encumber its interest in the Site without the prior written consent of the Assignees. -2-