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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 Leased 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. Acquisition of Additional Property. The City covenants to use its best efforts to acquire such additional real property as may be necessary as appropriate for the acquisition, instruction and equipping or operation of the Project, and, by executing appropriate amendments, to lease such property to the Authority pursuant to the ground Lease and to sublease such property from the Authority pursuant to the Lease. A-25