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Quint & Thimmig LLP AFTER RECORDATION RETURN TO: Quint & Thimmig LLP 900 Larkspur Landing Circle, Suite 270 Larkspur, CA 94939 -1726 Attention: Brian D. Quint, Esq. 05/28/14 THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. ASSIGNMENT AGREEMENT (Compass Bank, an Alabama banking corporation) For Value Received, the SANTA ANA FINANCING AUTHORITY (the "Authority ") without recourse does hereby sell, assign and transfer to COMPASS BANK, an Alabama banking corportion (the "Assignee "), and its successors and assigns, (i) a portion of its rights, title and interest in and to the Lease Agreement, dated as of June 1, 2014, in the amounts shown on Exhibit A attached hereto, a memorandum of which has been recorded concurrently herewith, by and between the Authority, as sublessor, and the City of Santa Ana (the "City "), as sublessee (said Lease Agreement and any supplements, amendments, annexations, extensions or renewals thereof arereferred to hereinafter as the "Lease Agreement "), as well as its rights to enforce payment of Lease Payments (as defined in the Lease Agreement) when due or otherwise to protect its interests and exercise all remedies in the event of a default or termination by the City under the Lease Agreement; provided that the Authority's rights to indemnification and payment or reimbursement for any costs or expenses thereunder have been retained by the Authority to the extent such rights accrue to the Authority and shall have been assigned to the Assignee to the extent such rights accrue to the Assignee, (ii) except for the Authority's obligation under Section 4 thereof, all of its rights, title and interest in and to the Site and Facility Lease, dated as of June 1, 2014, which has been recorded concurrently herewith, by and between the City, as lessor, and the Authority, as lessee (the "Site and Facility Lease "), and (iii) all moneys, sums and amounts now due or hereinafter to become due under the Lease Agreement. The Site and Facility Lease and the Lease Agreement delivered to the Assignee are duly executed duplicate originals that comprise the entire writing, obligation and agreement between the Authority and the City respecting the leases made thereunder and the lease payments made therefor. 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; and 19014.10 4 -97