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(a) the City files with the Authority, the Trustee and the Bond Insurer (as <br />defined in the Lease Agreement) an amended Exhibit A to the Lease Agreement which <br />adds thereto a description of such substitute Property and deletes therefrom the <br />description of the former Property; <br />(b) the City certify in writing to the Authority, the Trustee and the Bond Insurer <br />that the remaining useful life of such substitute Property meets or exceeds the <br />remaining term of the Lease Agreement serves the purposes of the City, and constitutes <br />property that is unencumbered; <br />(c) the City certifies to the Authority, the Trustee and the Bond Insurer that the <br />fair rental value of the Property following such substitution is at least equal to the Base <br />Rental (as defined in the Lease Agreement) payments attributable to the Property prior <br />to such substitution, as determined by an MAI appraisal of the Property after said <br />substitution; <br />(d) the City furnishes the Authority, the Trustee and the Bond Insurer with a <br />written Opinion of Counsel (as defined in the Lease Agreement), that the amendments <br />providing for the substitution have been duly authorized, executed and delivered and <br />constitute the valid and binding obligations of the City and the Authority enforceable in <br />accordance with their terms; <br />(e) the City obtains a title insurance policy insuring the City's leasehold interest <br />in the substituted Property; <br />(f) the City furnishes the Authority, the Trustee and the Bond Insurer with a <br />written opinion of the City Attorney of the City to the effect that the exceptions, if any, <br />contained in the title insurance policy referred to above do not interfere with the <br />beneficial use and occupancy of the substitute Property by the City for the purposes of <br />leasing or using the substitute Property; <br />(g) the City furnishes the Authority, the Trustee and the Bond Insurer with a <br />written Opinion of Counsel (as defined in the Lease Agreement), stating that such <br />substitution does not cause the interest components of the interest on the Bonds (as <br />defined in the Lease Agreement) to become subject to federal income taxes; <br />(h) the City furnishes the Authority, the Trustee and the Bond Insurer with <br />evidence that the City has complied with the covenants contained in clauses (1) and (2) <br />of Section 6.03 of the Lease Agreement (relating to insurance) with respect to the <br />substitute Property; <br />(i) the City furnishes the Authority, the Trustee and the Bond Insurer with <br />evidence that the City has delivered to any rating agency then rating the Bonds copies <br />of the Certificates and appraisal described in paragraphs (b) and (c) above; <br />(j) the City certifies to the Authority, the Trustee and the Bond Insurer that the <br />substitute Property is of the same or greater essentiality to the City as was the former <br />Property; and <br />(k) the City obtains the prior written consent to such substitution from the Bond <br />Insurer; <br />-2- <br />