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NOW, THEREFORE, in consideration of the above premises and of the mutual <br />covenants hereinafter contained and for other good and valuable consideration, the parties <br />hereto agree as follows: <br />SECTION 1. Amendment of the Lease Agreement. <br />(a) The description of the Property contained in Exhibit A to the Lease Agreement is <br />hereby amended by releasing and terminating from the Lease Agreement all property described <br />in Exhibit A attached thereto. The resulting description of the Property shall be as described in <br />Exhibit B attached hereto which shall modify and replace in its entirety Exhibit A attached to <br />the Lease Agreement. <br />(d) By virtue of such substitutions, the Authority hereby leases to the City and the City <br />hereby leases from the Authority, the Property, as now described in Exhibit B attached hereto. <br />SECTION 2. Other Conditions Satisfied. The City hereby certifies that: <br />(a) the City has certified in writing to the Authority, the Trustee and the Bond <br />Insurer 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 <br />constitutes property that is unencumbered; <br />(b) the City has certified to the Authority, the Trustee and the Bond Insurer that <br />the fair rental value of the Property following such substitution is at least equal to the <br />Base Rental (as defined in the Lease Agreement) payments attributable to the Property <br />prior to such substitution, as determined by an MAI appraisal of the Property after <br />said substitution; <br />(c) the City has furr shed the Authority, the Trustee and the Bond Insurer with <br />- <br />a written Opinion of Counsel (as defined in the Lease Agreement), that the <br />amendments providing for the substitution have been duly authorized, executed and <br />delivered and constitute the valid and binding obligations of the City and the Authority <br />enforceable in accordance with their terms; <br />(d) the City has obtained a title insurance policy insuring the City's leasehold <br />interest in the substituted Property; <br />(e) the City has furnished the Authority, the Trustee and the Bond Insurer with <br />a written opinion of the City Attorney of the City to the effect that the exceptions, if <br />any, 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 />(f) the City has furnished 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 />(g) the City has furnished 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 />-3- <br />