6097 (EXHIBIT A - E) - Laserfiche WebLink

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Section 3.05. Unconditional Obligation. It is understood and agreed that: (a) The obligations of the Lessee under this Lease to make Payments during the Initial Term or any Renewal Term on or before the date the same become due, and to perform all of its other obligations, covenants and agreements hereunder will, subject to the provision of subsection (b) hereof, be absolute and unconditional, without notice or demand, and without abatement, deduction, set-off, counterclaim, recoupment or defense whatsoever, whether now existing or hereafter arising, and notwithstanding any damage to, loss, theft or destruction of the Leased Property or any part thereof, any failure of consideration, the taking by eminent domain of title to or of the right of temporary use of all or any part of the Leased Property, legal curtailment of the Lessee's use thereof, the eviction or constructive eviction of the Lessee, any change in the tax or other laws of the United States of America, the State of Missouri or any political subdivision thereof, any change in the Lessor's legal organization or status, or any default of the Lessor hereunder, and regardless of the invalidity of any action of the Lessor, and regardless of the invalidity of any portion of this Lease. (b) Nothing in this Lease will be construed to release the Lessor from the performance of any agreement on its part herein contained or as a waiver by the Lessee of any rights or claims which the Lessee may have against the Lessor under this Lease or otherwise. Any recovery upon such rights and claims shall be had from the Lessor separately, it being the intent of this Lease that the Lessee shall be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease (including the obligation to make Payments) for the benefit of the Owners of the Certificates, but only during the Initial Term or a given Renewal Term. The Lessee may, however, at its own cost and expense and in its own name or in the name of the Lessor, prosecute or defend any action or proceeding or take any other action involving third persons which the Lessee deems reasonably necessary in order to secure or protect its right of possession, occupancy and use hereunder, and in such event the Lessor hereby agrees to cooperate fully with the Lessee and to take all action necessary to effect the substitution of the Lessee for the Lessor in any such action or proceeding if the Lessee so requests. Section 3.06. Payment. Each Base Rental payment shall be paid in lawful money of the United States of America, on the Payment Date on which it is due. To provide for the timely payment of Base Rentals, the Lessee covenants and agrees to pay to the Lessor at its principal corporate trust office in St. Louis, Missouri, for deposit in the Certificate Payment Fund on the 15th day of the month preceding each Payment Date, the amount of the Base Rental due on such Payment Date. Each Supplemental Rent payment shall be paid when due in lawful money of the United States of America, at the appropriate office as designated by the respective payees entitled to receive such Supplemental Rent. Section 3.07. Credit on Base Rentals. There shall be credited against Base Rentals any amount held in the Certificate Payment Fund on each Payment Date, including the portion of the proceeds of the :~ale offhe Certificates which is deposited in the Certificate Payment Fund as accrued interest. Section 3.08. Applications of Base Rentals and Option Price. All Base Rentals and, if paid, the Option Price shall be paid to the Lessor for application in accordance with the Indenture. Section 3.09. Nonappropriation. (a) If the City Council does not appropriate, by the date on which the Lessee is required by law to have adopted a budget for the then current fiscal year, money sufficient to pay all Base Rentals -7-