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Property to be repaired, restored and replaced, (2) if the failure to repair or restore does not materially detract from the value of the Leased Property, such net proceeds may be deposited into the Certificate Payment Fund or (3) the City may apply net proceeds to the payment of the Option Price applicable on the next available Optional Payment Date and, if such net proceeds are insufficient to pay such Option Price, the City is required under the Lease to pay such amounts as are necessary to equal the full Option Price. There can be no assurance either as to the adequacy of or timely payment under property damage insurance in effect at that time or that the City will elect to extend the term of the Lease for the next Renewal Term succeeding such damage or destruction. See "SUMMARY OF THE LEASE -- Damage, Destruction and Condemnation" in Appendix C hereto. Effect on Tax-Exemption of Termination of the Lease Special Tax Counsel is not rendering an opinion with reSpect to the tax-exempt status of the Interest Component of the Base Rentals distributable to Certificate owners subsequent to the termination of the Lease for any reason (including an Event of Default under the Lease or an Event of Nonappropriation). If the Lease is terminated while Certificates are Outstanding, there is no assurance that payments made to Certificate owners after such temfination with respect to interest will be excluded from gross income of the Owners thereof for federal or Missouri income tax purposes. Taxability The Certificates are not subject to prepayment nor are the interest rates on the Certificates subject to adjustment in the event of a determination by the Internal Revenue Service or a court of competent jurisdiction that the Interest Component of the Base Rentals paid or to be paid on any Certificate is or was includible in the gross income of the Certificate Owner for federal income tax purposes. Under such circumstances, Certificate Owners wouM continue to hold their Certificates, receiving the Principal Component and Interest Component of Base Rentals as attd when due, but would be requ#'ed to include the Interest Component of the Base Rentals in gross #~come for federal and Missouri income tax purposes. Secondary Markets and Prices The Certificates are not readily liquid, and no person should invest in the Certificates with funds such person may need to convert readily into cash. Owners of the Certificates should be prepared to hold their Certificates to the stated maturity date. The Underwriter will not be obligated to repurchase any of the Certificates, and no representation is made concerning the existence of any secondary market for the Certificates. No assurance can be given that any secondary market will develop following the completion of the offering of the Certificates as no assurance can be given that the initial offering price for the Certificates will continue for any period of time. Special Use Facility; Limited Term The Leased Property is not easily adaptable for revenue-producing uses. Although the Trustee has the right under the Indenture and the Lease to take possession and relet the Leased Property for the remaining term of the Base Lease upon the occurrence of an Event of Default or and Event of Nonappropriation, no assurance can be made that the Leased Property could generate sufficient revenues to pay the Principal Component and Interest Component of the Base Rentals represented by the Certificates upon the exercise of such remedy by the Trustee. In addition, the Base Lease extends only to February 1, 2039. There can be no assurance, upon the occurrence of an Event of Default or an Event of Nonappropriation, that the then remaining term of the Base Lease would pernfit the Trustee to relet the Leased Property for sufficient revenues to pay the Principal Component and Interest Component of the Base Rentals represented by the Certificates upon the exercise of such remedy by the Trustee. -13-