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The City shall, to the maximum extent permitted by law, indemnify and hold the Authority and the Trustee and their respective directors, officers and employees harmless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorneys' fees) as a result of any such lien or claim of lien against the Leased Property or the Authority's interest therein. SECTION 2.06. Substitution or Removal of Leased Property. (a) The City may amend this Lease to substitute additional real property and/or improvements (the "Substituted Property") for existing Jcased Property, or to remove real property or improvements from the definition of Leased Property, upon compliance with all of the conditions set forth in subsection (b). After a Substitution or Removal, the part of the Leased Property for which the Substitution or Removal has been effected shall be released from the leasehold hereunder and all right, title and interest in and to such Leased Property shall vest in the City. In connection with such release of part of the Leased Property, the Authority shall execute such conveyances, deeds, and other documents, and shall take or cause to be taken all actions that are necessary to provide that such released Leased Property constitutes a valid legal parcel, the ownership of which is recordable in the real property records of the County of Orange for which a title insurance policy may legally be obtained, as may be necessary to effect such vesting of record. (b) Except as provided in subsection (c) below, no Substitution or Removal shall take place hereunder until the City delivers to the Authority, the Trustee and the Bond Insurer the following: (1) A Certificate of the City containing, in the event of a Removal, a description of all or part of the Leased Property to be released and, in the event of a Substitution, a description of the Substituted Property to be substituted in its place and a certification that the remaining useful life of the Substituted Property meets or exceeds the than remaining term of the Lease; (2) A Certificate of the City stating that the fair rental value of the Leased Property after a Substitution or Removal, in each year during the remaining term of this Lease is at least equal to the Base Rental payments attributable to the Leased Property prior to said Substitution or Removal, as determined on the basis of an MAI appraisal of the T eased Property after said Substitution or Removal; (3) An Opinion of Counsel to the effect that the amendments hereto contemplating Substitution or Removal have been duly authorized, executed and delivered and constitute the valid and binding obligations of the City and the Authority enforceable in accordance with their terms; (4) In the event of a Substitution, a policy of tide insurance in an amount equal to the same proportion of the principal amount as the Base Rental payments for the Substituted Property bears to the total Base Rental payments, insuring the City's LA1-63219.5 6