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A- 2014 -133 -D
<br />AFTER RECORDATION RETURN TO:
<br />Quint & Thimmig LLP
<br />900 Larkspur Landing Circle, Suite 270
<br />Larkspur, CA 94939 -1726
<br />Attention: Brian D. Quint, Esq.
<br />THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT
<br />TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS
<br />EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 273 83 OF THE CALIFORNIA
<br />GOVERNMENT CODE.
<br />ASSIGNMENT AGREEMENT
<br />For Value Received, the SANTA ANA FINANCING AUTHORITY (the "Authority')
<br />without recourse does hereby sell, assign and transfer to U.S. BANK NATIONAL
<br />ASSOCIATION, as agent (the "Agent ") of TPB Investments, Inc., a wholly owned subsidiary
<br />of Western Alliance Bank, an Arizona corporation, Compass Mortgage Corporation, an
<br />Alabama corporation, and Capital One Public Funding, LLC, and their successors and assigns
<br />(collectively, the "Assignees "), (i) all rights, title and interest in and to the Lease Agreement,
<br />dated as of June 1, 2014, in the amounts shown on Exhibits A, B, C and D attached hereto, a
<br />memorandum of which has been recorded concurrently herewith, by and between the
<br />Authority, as sublessor, and the City of Santa Ana (the "City "), as sublessee (said Lease
<br />Agreement and any supplements, amendments, annexations, extensions or renewals thereof
<br />are referred to hereinafter as the "Lease Agreement "), as well as its rights to enforce payment
<br />of Lease Payments (as defined in the Lease Agreement) when due or otherwise to protect its
<br />interests and exercise all remedies in the event of a default or termination by the City under the
<br />Lease Agreement; provided that the Authority's rights to indemnification and payment or
<br />reimbursement for any costs or expenses thereunder have been retained by the Authority to the
<br />extent such rights accrue to the Authority and shall have been assigned to the Assignees to the
<br />extent such rights accrue to the Assignees, (ii) except for the Authority's obligation under
<br />Section 4 thereof, all of its rights, title and interest in and to the Site and Facility Lease, dated
<br />as of June 1, 2014, which has been recorded concurrently herewith, by and between the City, as
<br />lessor, and the Authority, as lessee (the "Site and Facility Lease "), and (iii) all moneys, sums
<br />and amounts now due or hereinafter to become dire under the Lease Agreement. The Site and
<br />Facility Lease and the Lease Agreement delivered to the Assignees are duly executed duplicate
<br />originals that comprise the entire writing, obligation and agreement between the Authority and
<br />the City respecting the leases made thereunder and the lease payments made therefor.
<br />The Agent, on behalf of the Assignees, hereby accepts the foregoing assignment. The
<br />above assignment is intended to be an absolute and unconditional assignment to the Assignees
<br />and is not intended as a loan by the Assignees to the Authority. Accordingly, in the event of
<br />bankruptcy of the Authority, the assigned property shall not be part of the Authority's estate.
<br />However, if the above assignment is deemed to be a loan by the Assignees to the Authority,
<br />then the Authority shall be deemed to have granted to the Assignees, and hereby grants to the
<br />Assignees, a continuing first priority security interest in the assigned property and all proceeds
<br />thereof as collateral security for all obligations of the Authority hereunder and all obligations
<br />
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