THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A (3).

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financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other Governmental Authority, which default might have consequences that would have a Material Adverse Effect on the consummation of the transactions contemplated by this Lease Agreement, or the financial condition, assets, properties or operations of the City. (g) Sufficient Funds. The City reasonably believes that sufficient funds canbe obtained to make all Lease Payments and all other amounts required to be paid pursuant to this Lease Agreement. (h) No Defaults. The City has never non - appropriated or defaulted under any of its payment or performance obligations or covenants, either under any financing lease of the same general nature as this Lease Agreement, or under any of its bonds, notes, or other debt obligations. (i) Fee Title. The City is the owner in fee of title to the Property. No lien or encumbrance on the Property materially impairs the City's use of the Property for the purposes for which it is, or may reasonably be expected to be, held. (j) Use of the Property. During the term of this Lease Agreement, the Property will be used by the City only for the purpose of performing one or more governmental or proprietary functions of the City consistent with the permissible scope of the City's authority. (k) Change in Financial Condition. The City has experienced no material change in its financial condition since June 30, 2013. (1) Hazardous Substances. The Property is free of all Hazardous Substances, and the City is in full compliance with all Applicable Environmental Laws. (m) Flooding Risk. The Property is not located in a 100 -year flood zone and has never been subject to material damage from flooding. (n) Value of Property. The value of the Property (real property replacement cost) is not less than $50,000,000. (o) Essential to City Operations. The Property is essential to the City's efficient and economic operations and the lease thereof for use by the City is in the best interest of the City. (p) Financial Statements. The statement of financial position of the City as of June 30, 2013, and the related statement of activities and statement of cash flows and changes in financial position for the year then ended and the auditors' reports with respect thereto, copies of which have heretofore been furnished to the Assignees, are complete and correct and fairly present the financial condition, changes in financial position and results of operations of the City at such date and for such period, and were prepared in accordance with generally accepted accounting principles. Since the period of such statements, there has been no (i) change which would have a Material Adverse Effect and (ii) no material increase in the indebtedness of the City. 0