THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A (5).

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of the City under the Lease Agreement and this Assignment Agreement shall be deemed a security agreement with respect to such loan. The Authority represents and warrants as follows: (1) it has made no prior sale or assignment of any interest in the Site and Facility Lease and the Lease Agreement; (2) that the Lease Agreement and the Site and Facility Lease are genuine and in all respects are what they purport to be; (3) that the Assignees are not liable for and do not assume responsibility for the performance of any of the covenants, agreements, duties or obligations specified in the Lease Agreement to be kept, paid or performed by the Authority, with exception of such covenants, agreements, duties and obligations (if any) which are expressly made the responsibility of the Assignees under the Lease Agreement; (4) that the Authority has the power, authority, and legal right to execute, deliver and perform this Assignment Agreement and this Assignment Agreement is a valid, binding, and enforceable obligation of the Authority, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and by the application of equitable principles; (5) that good and marketable title to the assigned property has been duly vested in the Assignees free and clear of any liens, security interests, encumbrances or other claims other than the rights of the City under the Lease Agreement, and the Authority has not assigned or transferred any of the assigned property or any interest in the assigned property to any party other than the Assignees; (6) that this Assignment Agreement has been duly authorized by all necessary action on the part of the Authority; and (7) that the Authority agrees that it (a) shall not have any right to amend, modify, compromise, release, terminate or permit prepayment of the Lease Agreement, and (b) shall not take any action that may impair the payment of Lease Payments or the validity or enforceability of the Lease Agreement. The Authority further represents and warrants that as of the date of this Assignment Agreement, the Lease Agreement and the Site and Facility Lease are in full force and effect and the City is not in default of any of the terms set forth therein. By its acceptance of this Assignment Agreement, the Agent, on behalf of the Assignees, represent and warrant (i) the price paid in consideration for assignment of the Site and Facility Lease and the Lease Agreement is $45,060,000; (ii) that the Assignees reasonably expect to hold their interests in the Lease Agreement for their own account and do not presently expect to sell, assign, or otherwise transfer their interests in the Lease Agreement, subject to each Assignee's right to dispose of or otherwise deal with its property (including its interest in the Lease Agreement) as it determines to be in its best interests from time to time; and (iii) that it will treat its interests in the Lease Agreement as an investment for federal income tax purposes. This Assignment Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Any provision of this Assignment Agreement found to be prohibited by law shall be -2-