6097 (EXHIBIT A - E) (2) - Laserfiche WebLink

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If the City's right of possession of the Leased Property under the Lease expires or is terminated for either of the reasons described in the preceding paragraph, the City's obligation to make payments thereunder will continue through the Initial Term or the Renewal Term then in effect, but not thereafter, and the Certificates will be payable from, among other sources, such money as may be available by way of recovery from the City of the Base Rentals that are due through the Initial Term or the Renewal Term then in effect. If the Lease expires at the end of the Initial Term or a Renewal Term without any extension for the next succeeding Renewal Term or if an event occurs as described above pursuant to which the Trustee terminates the City's right of possession of the Leased Property under the Lease, the Trustee may recover and relet or sell its interest in the Leased Property as provided in the Indenture. The net proceeds of any reletting or sale of the Trustee's interest in the Leased Property, together with certain other money then held by the Trustee under the Indenture, are required to be used to pay the Certificates to the extent of such money. Due to the nature of the Leased Property, no assurance can be given that the Trustee could relet or sell its interest in the Leased Property for the amount necessary (after taking into account money legally available from other sources) to pay in full the principal and interest components of Base Rentals then due with respect to the Certificates. Furthermore, no assurance can be given that the amount, if any, realized upon any reletting or sale of the Trustee's interest in the Leased Property will be available to provide for the payment of the Certificates on a timely basis. Delays in Exercising Remedies A termination of the City's right of possession of the Leased Property under the Lease as a result of an Event of Default or an Event of Nonappropriation or expiration of the term of the Lease at the end of the Initial Term or any Renewal Term without an extension for the next succeeding Renewal Term will give the Trustee the right to possession of, and the right to relet or foreclose upon and sell, its interest in the Leased Property in accordance with the provisions of the Lease and the Indenture. However, the enforceability of the Lease and the Indenture is subject to applicable bankruptcy laws, equitable principles affecting the enforcement of creditors' rights generally and liens securing such rights, the exercise of judicial authority by State of Missouri or federal courts and the exercise by the United States of America of the powers delegated to it by the U.S. Constitution. Further, the Leased Property is used by the City for the performance of its essential governmental functions. Due to the essential governmental use of the Leased Property and the delays inherent in obtaining foreclosure upon real property and other judicial remedies, no assurance can be given that (1) a court, in the exercise of judicial discretion, would enforce these remedies in a timely manner, or (2) any money realized by the Trustee upon an exercise of any remedies would be sufficient to pay in full the principal and interest components of Base Rentals with respect to the Certificates. If such money is insufficient to pay all outstanding Certificates in full, the Certificates would be paid in part on a pro rata basis. Any delays in the ability of the Trustee to obtain possession of the Leased Property will, of necessity, result in delays in any payment of principal and interest components of Base Rentals with respect to the Certificates. Completion/Construction Risk There are a number of risks and contingencies associated with the completion of the Project, including total costs and the date of completion. Change orders and other contingencies generally involved in the construction of any project, such as weather conditions, labor conditions and difficulties in obtaining materials, may cause the actual cost of completing the Project to exceed available funds. Because the Project serves as collateral for the Certificates, the failure by the City to complete the Project would likely adversely affect the security for the Certificates and could increase the likelihood of nonappropriation of Base Rentals by the City. -12-