Item 9 Preliminary Official Statment Dated February 25, 1994

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(5) In the event of substitution, an opinion of the City Attorney of the City to the effect that the exceptions, if any, contained in the title insurance policy referred to in (4) above do not interfere with the beneficial use and occupancy of the Substituted Property described in such policy by the City for the purposes of leasing or using the Substituted Property; (6) An opinion of nationally recognized bond counsel that the substitution or removal does not cause the interest on Bonds to be includable in gross income of the Owners thereof for federal income tax purposes; (7) Evidence that the City has complied with the insurance covenants contained in the Lease with respect to the Substituted Property; and (8) Evidence that the City has delivered to any rating agency then rating the Bonds copies of the certificates and appraisal described in clauses (1) and (2) above. (9) A Certificate of the City stating that the essentiality of the Substituted Property is comparable to the Leased Property to be substituted or released, and that except for Permitted Encumbrances, no prior liens exist on the Substituted Property. (10) Evidence that the City has received the written consent of the Bond Insurer to any such Substitution or Removal, except that such written consent of the Bond Insurer is not required in the event of the release of Leased Property pursuant to the following paragraph. So long as 95% or more of the proceeds of the 1994 Bonds deposited in the Acquisition Fund have been spent with respect to the Project, upon delivery of a Certificate of Completion and the issuance by the City of a certificate of occupancy with respect to the Project, all real property and improvements, other than Parcel A and the Project, shall be released from the leasehold hereunder and all right, title and interest in and to such Leased Property shall vest in the City. Quiet Enjoyment. The City and the Authority mutually covenant that the City, so long as it observes the agreements, conditions, covenants and terms required to be observed or performed by it contained in the Lease and is not in default under the Lease, will at all times during the term of the Lease peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or hindrance from the Authority. Assignment by Authority. The City and the Authority understand that certain of the rights of the Authority, as assignee under the Lease, will be assigned to the Trustee pursuant to the Indenture, and accordingly the City agrees to make all payments due under the Lease to the Trustee, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach hereof or otherwise) that the City may from time to time have against the Authority or the Trustee. The City agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements which may be reasonably requested by the Authority or the Trustee to protect their interests in the Leased Property during the term of the Lease. Assignment by City. The Lease and the interest of the City in the I eased Property may not be assigned or encumbered by the City except as provided in the Lease. Title to Property. During the term of the Lease, the Authority shall have a leasehold interest in the Leased Property, and any and all additions which comprise fixtures, repairs, replacements or modifications thereof, except for those fixtures, repairs, replacements or modifications which are added thereto by the City and which may be removed without damaging the Leased Property. Upon the termination or expiration of the Lease (other than as provided in the lease), all right, title and interest in and to the Leased Property will vest in the City. Upon any such termination or expiration, the Authority will execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record. A-25