Substitution of Project. The Lessee is hereby granted the full power of substitution with respect to any Project so long as the Lessor and the Trustee receive the prior written consent of the Applicable Series 2010 Local Unit and the Authority, along with revised Exhibits to the Applicable Program Documents.
Substitution of Project. (a) Whenever the City determines that the annual fair rental value of a proposed Substitute Project is at least equal to the maximum annual Base Rental payments and Additional Rental payments yet unpaid hereunder and that the Substitute Project is complete and is available for beneficial use and occupancy by the City, the City may amend Exhibit A and the definition of Improvements to this Project Lease to substitute such Substitute Project for all or a portion of the Project leased hereunder upon compliance with all of the conditions set forth in subsection (b), and after a Substitution, all or a portion of the Project originally leased hereunder shall be released from the leasehold hereunder, as appropriate. The Authority and the City shall also make any amendments needed to be made to this Project Lease, and shall enter into any necessary site or ground leases in connection with such Substitution. Such amendments may be made without the consent of Bondowners.
(b) No Substitution shall take place hereunder until the City delivers to the Authority and the Trustee the following:
(1) A certificate of the City stating that: (i) the annual fair rental value of the Substitute Project is no less than the maximum annual Base Rental and Additional Rental remaining unpaid hereunder at the time of Substitution; (ii) the remaining useful life of such Substitute Project is at least equal to the remaining term hereof; and (iii) the City will, at the time of the Substitution, have beneficial use and occupancy of the Substitute Project;
(2) An Opinion of Bond Counsel to the effect that the amendment hereto has been duly authorized, executed and delivered and the Project Lease as so amended represents a valid and binding obligation of the City and the Authority and that the Substitution will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes or the exemption of interest on the Bonds from State of California personal income tax;
(3) A policy of title insurance meeting the requirements of Section 6.13(b)(1) of the Trust Agreement in at least the amount of the aggregate principal amount of outstanding Bonds allocable to the Project or portion of the Project at the time of the Substitution insuring the City's leasehold interest in the Substitute Project hereunder, together with an endorsement thereto making such policy payable to the Trustee for the benefit of the Owners, and also together with a Certificate signed by...
