HOLMAN CAPITAL CORPORATION (HOLMAN)

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(1) the Corporation's right to receive and collect all of the Rental Payments and other amounts due from the City under the Lease; (2) the Corporation's right to take all actions and give all consents under the Lease; and the Corporation's right to exercise such rights and remedies conferred on the Corporation pursuant to the Lease as may be necessary or convenient (i) to enforce payment of the Rental Payments or any other obligations of the City under the Lease, or (ii) otherwise to protect the interests of the Investor (as assignee of the Corporation) in the event of default by the City under the Lease; (B) the Escrow Agreement and all amounts credited to the Escrow Fund; (C) all other contracts and documents related to the Lease, including, without limitation, those listed on or attached to the documents listed on the attached Schedule A (all of the foregoing together with the Lease and Escrow Agreement being collectively referred to herein as the "Lease Documents "); and (D) the Corporation's security interest and other rights in the Equipment and all other collateral described in the Lease Documents. The Lease, the Escrow Agreement, the Lease Documents, and the Equipment and all of the Corporation's rights therein are hereinafter collectively referred to as the "Assigned Property." Section 2. Acceptance. The Investor hereby accepts the foregoing assignment, subject to the terms and conditions of this Assignment Agreement. The above assignment is intended to be an absolute and unconditional assignment to the Investor and is not intended as a loan by the Investor to the Corporation. Accordingly, in the event of bankruptcy of the Corporation, the Assigned Property shall not be part of the Corporation's estate. However, if the above assignment is deemed to be a loan by the Investor to the Corporation, then the Corporation shall be deemed to have granted to the Investor, and hereby grants to the Investor, a continuing first priority security interest in the Assigned Property and all proceeds thereof as collateral security for all obligations of the Corporation hereunder and all obligations of the City under the Lease, the Escrow Agreement, and this Assignment Agreement shall be deemed a security agreement with respect to such loan. Section 3. Representations, Warranties, and Agreements. (A) The Corporation represents and warrants to and agrees with the Investor that, as of the Closing Date: (1) the Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with corporate powers and authority to own its property and carry on its business as now being conducted; (2) the Corporation has full power, authority and legal right to enter into and perform its obligations under the Lease, the Escrow Agreement and this Assignment Agreement and the execution, delivery and performance thereof have been duly authorized by all necessary corporate actions on the part of the Corporation, do not require any stockholder approval or the approval or consent of any trustee or holder of any indebtedness or obligations of the Corporation or such required approvals and consents have heretofore been duly obtained;