Common use of Event of Non-Appropriation Clause in Contracts

Event of Non-Appropriation. In the event that the City gives notice that it intends to not renew this Lease as provided by Section 5.1 hereof, or the City shall not effect an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Series 2020A Base Rentals, all Series 2020B Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 5.1 hereof and this Article, or in the event that the City is proceeding under the provisions of Section 11.3(c) hereof (when applicable), an Event of Non-appropriation shall be deemed to have occurred, as applicable; subject, however, to each of the following provisions: (a) In the event the Trustee does not receive the written notice provided for by Section 5.1 hereof or evidence that an Appropriation has been effected by the City on or before December 31 of a Fiscal Year, then the Trustee shall declare an Event of Non- appropriation, on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City that this Lease will not be renewed; provided that the Trustee’s failure to declare an Event of Non-appropriation on such date shall not be construed as a waiver of the Event of Non-appropriation or the consequences of such an event under this Lease. In order to declare an Event of Non-appropriation, the Trustee shall send written notice thereof to the City. (b) The Trustee shall waive any Event of Non-appropriation which is cured by the City, within 30 days of the receipt by the City of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Series 2020A Base Rentals, Series 2020B Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may, with the prior written consent of the Initial Purchaser, waive any Event of Non-appropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Non-appropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Non-appropriation occurs, the City shall not be obligated to make payment of the Series 2020A Base Rentals, Series 2020B Base Rentals or Additional Rentals, or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Non-appropriation occurs; provided, however, that, subject to the limitations of Sections 7.1 and 15.3 hereof, the City shall continue to be liable for Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals allocable to any period during which the City shall continue to occupy, use or retain possession of the Leased Property. Subject to Section 7.5 hereof, the City shall in all events vacate or surrender possession of the Leased Property by March 1 of the Renewal Term in respect of which an Event of Non- appropriation has occurred. After March 1 of the Renewal Term in respect of which an Event of Non-appropriation has occurred, the Trustee may proceed to exercise all or any Lease Remedies. The City acknowledges that, upon the occurrence of an Event of Non-appropriation: (a) the Trustee shall be entitled to all moneys then being held in the Series 2020A Base Rentals Fund, the Series 2020A Costs of Execution and Delivery Fund, the Series 2020B Base Rentals Fund, the Series 2020B Costs of Execution and Delivery Fund and in all other funds created under the Indenture (except the Rebate Fund and any defeasance escrow accounts) to be used as described therein and (b) all property, funds and rights then held or acquired by the Trustee upon the termination of this Lease by reason of an Event of Non-appropriation are to be held by the Trustee in accordance with the terms of the Indenture. Notwithstanding anything herein to the contrary, so long as the Initial Purchaser is the sole Owner of the Outstanding Certificates, upon the occurrence of an Event of Non-appropriation or Event of Lease Default as described herein or in the Indenture, the Trustee shall provide written notice thereof to the Initial Purchaser and shall proceed in accordance with any written instructions received by the Initial Purchaser. Before taking any such action as directed by the Initial Purchaser, the Trustee shall be entitled to the indemnification provided in the Indenture.

Event of Non-Appropriation. In If any one or more of the event that the City gives notice that following events shall occur and be continuing with respect to a Sponsor, it intends is hereby defined as and declared to not renew this Lease as provided by Section 5.1 hereof, or the City shall not effect be and to constitute an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Series 2020A Base Rentals, all Series 2020B Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 5.1 hereof and this Article, or in the event that the City is proceeding under the provisions of Section 11.3(c) hereof (when applicable), an “Event of Non-appropriation shall be deemed Appropriation” under this Agreement with respect to have occurred, as applicable; subject, however, to each of the following provisionssuch Sponsor: (a) In Failure of the event the Trustee does not receive the written notice provided for by Section 5.1 hereof or evidence that an Appropriation has been effected by the City Missouri General Assembly to budget and appropriate, specifically with respect to this Agreement, on or before December 31 the last day of a its Fiscal Year, then the Trustee shall declare an State Financing AmountPayments for the next succeeding Fiscal Year; or (b) Failure of the Board of Aldermen of the City to budget and appropriate, specifically with respect to this Agreement, on or before the last day of its Fiscal Year, the City Financing Amount for the next succeeding Fiscal Year; or (c) (b) Failure of the Board of Aldermen of the City to budget and appropriate, specifically with respect to this Agreement, on or before the last day of its Fiscal Year, the Event Day Tax Revenues Reimbursement AmountPayments for the next succeeding Fiscal Year. Upon receipt of a certificate pursuant to Section 4.6 hereof from a Sponsor which states that such Sponsor has not appropriated the funds required to be appropriated by such Sponsor under Section 4.6 hereof, or upon receipt of other notice of the occurrence of any Event of Non- appropriation, on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City that this Lease will not be renewed; provided that the Trustee’s failure Appropriation with respect to declare an Event of Non-appropriation on such date shall not be construed as a waiver of the Event of Non-appropriation or the consequences of such an event under this Lease. In order to declare an Event of Non-appropriationSponsor, the Trustee shall send written notice thereof to immediately notify the City. (b) The Trustee shall waive any Event Authority and the Sponsorsother Sponsor of Non-appropriation which is cured by the City, within 30 days of the receipt by the City of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Series 2020A Base Rentals, Series 2020B Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may, with the prior written consent of the Initial Purchaser, waive any Event of Non-appropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Non-appropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Non-appropriation occurs, the City shall not be obligated to make payment of the Series 2020A Base Rentals, Series 2020B Base Rentals or Additional Rentals, or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Non-appropriation occurs; provided, however, that, subject to the limitations of Sections 7.1 and 15.3 hereof, the City shall continue to be liable for Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals allocable to any period during which the City shall continue to occupy, use or retain possession of the Leased Property. Subject to Section 7.5 hereof, the City shall in all events vacate or surrender possession of the Leased Property by March 1 of the Renewal Term in respect of which an Event of Non- appropriation has occurred. After March 1 of the Renewal Term in respect of which an Event of Non-appropriation has occurred, the Trustee may proceed to exercise all or any Lease Remedies. The City acknowledges that, upon the occurrence of an Event of Non-appropriation: (a) the Trustee shall be entitled Appropriation with respect to all moneys then being held in the Series 2020A Base Rentals Fund, the Series 2020A Costs anysuch Sponsor. Upon receipt of Execution and Delivery Fund, the Series 2020B Base Rentals Fund, the Series 2020B Costs notice of Execution and Delivery Fund and in all other funds created under the Indenture (except the Rebate Fund and any defeasance escrow accounts) to be used as described therein and (b) all property, funds and rights then held or acquired by the Trustee upon the termination of this Lease by reason of an Event of Non-appropriation are to be held by the Trustee in accordance with the terms of the Indenture. Notwithstanding anything herein to the contrary, so long as the Initial Purchaser is the sole Owner of the Outstanding Certificates, upon the occurrence of an Event of Non-appropriation Appropriation or an Event of Default under Section 8.1(a) hereof with respect to a Sponsor, the Authority shall notify the Commissioners of the Authority appointed by such Sponsor that, pursuant to the Act, such Commissioners are disqualified from voting on any matter, action or resolution to come before the Authority, and from participating in any of the business of the Authority, so long as such Event of Non-Appropriation or Event of Lease Default under Section 8.1(a) hereof continues with respect to such Sponsor. Each Sponsor covenants and agrees that, to the extent permitted by law, if an Event of Default specified in Section 8.1(a) hereof occurs with respect to such Sponsor, then so long as described herein the Project Bonds are outstanding such Sponsor will not construct, own or in operate within the Indenturegeographical boundaries of the City any (a) enclosed sports stadium with more than 40,000 seats or (b) any convention center facility exceeding 150,000 square feet (other than the existing Xxxxxx Xxxxx Dome, the Trustee shall provide written notice thereof Xxxxxxxxx Convention Center, including the southern expansion thereof, Kiel Auditorium and any successor facility operating at the same location, and any public sports facilities which do not charge admission to spectators) which it now or may hereafter own or lease or for which it may have operating responsibility. Notwithstanding any provision hereof to the Initial Purchaser contrary, the provisions of this paragraph shall survive the termination of this Agreement and shall proceed remain in accordance with any written instructions received by effect and be binding upon the Initial Purchaser. Before taking any such action as directed by the Initial Purchaser, the Trustee shall be entitled to the indemnification provided in the IndentureSponsors.

Event of Non-Appropriation. In If any one or more of the event that the City gives notice that following events shall occur and be continuing with respect to a Sponsor, it intends is hereby defined as and declared to not renew this Lease as provided by Section 5.1 hereof, or the City shall not effect be and to constitute an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Series 2020A Base Rentals, all Series 2020B Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 5.1 hereof and this Article, or in the event that the City is proceeding under the provisions of Section 11.3(c) hereof (when applicable), an “Event of Non-appropriation shall be deemed Appropriation” under this Agreement with respect to have occurred, as applicable; subject, however, to each of the following provisionssuch Sponsor: (a) In Failure of the event the Trustee does not receive the written notice provided for by Section 5.1 hereof or evidence that an Appropriation has been effected by the City Missouri General Assembly to budget and appropriate, specifically with respect to this Agreement, on or before December 31 the last day of a its Fiscal Year, then the Trustee shall declare an State Payments for the next succeeding Fiscal Year; or (b) Failure of the Board of Aldermen of the City to budget and appropriate, specifically with respect to this Agreement, on or before the last day of its Fiscal Year, the City Payments for the next succeeding Fiscal Year. Upon receipt of a certificate pursuant to Section 4.6 hereof from a Sponsor which states that such Sponsor has not appropriated the funds required to be appropriated by such Sponsor under Section 4.6 hereof, or upon receipt of other notice of the occurrence of any Event of Non- appropriation, on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City that this Lease will not be renewed; provided that the Trustee’s failure Appropriation with respect to declare an Event of Non-appropriation on such date shall not be construed as a waiver of the Event of Non-appropriation or the consequences of such an event under this Lease. In order to declare an Event of Non-appropriationSponsor, the Trustee shall send written notice thereof to immediately notify the City. (b) The Trustee shall waive any Event Authority and the other Sponsor of Non-appropriation which is cured by the City, within 30 days of the receipt by the City of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Series 2020A Base Rentals, Series 2020B Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may, with the prior written consent of the Initial Purchaser, waive any Event of Non-appropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Non-appropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Non-appropriation occurs, the City shall not be obligated to make payment of the Series 2020A Base Rentals, Series 2020B Base Rentals or Additional Rentals, or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Non-appropriation occurs; provided, however, that, subject to the limitations of Sections 7.1 and 15.3 hereof, the City shall continue to be liable for Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals allocable to any period during which the City shall continue to occupy, use or retain possession of the Leased Property. Subject to Section 7.5 hereof, the City shall in all events vacate or surrender possession of the Leased Property by March 1 of the Renewal Term in respect of which an Event of Non- appropriation has occurred. After March 1 of the Renewal Term in respect of which an Event of Non-appropriation has occurred, the Trustee may proceed to exercise all or any Lease Remedies. The City acknowledges that, upon the occurrence of an Event of Non-appropriation: (a) Appropriation with respect to such Sponsor. Upon receipt of a certificate pursuant to Section 4.6 hereof from a Sponsor which states that such Sponsor has not appropriated the funds required to be appropriated by such Sponsor under Section 4.6 hereof, or upon receipt of other notice of the occurrence of any Event of Non- Appropriation with respect to a Sponsor, the Trustee shall be entitled to all moneys then being held in immediately notify the Series 2020A Base Rentals Fund, Authority and the Series 2020A Costs other Sponsor of Execution and Delivery Fund, the Series 2020B Base Rentals Fund, the Series 2020B Costs of Execution and Delivery Fund and in all other funds created under the Indenture (except the Rebate Fund and any defeasance escrow accounts) to be used as described therein and (b) all property, funds and rights then held or acquired by the Trustee upon the termination of this Lease by reason of an Event of Non-appropriation are to be held by the Trustee in accordance with the terms of the Indenture. Notwithstanding anything herein to the contrary, so long as the Initial Purchaser is the sole Owner of the Outstanding Certificates, upon the occurrence of an Event of Non-appropriation or Appropriation with respect to such Sponsor. Upon receipt of notice of the occurrence of an Event of Non-Appropriation with respect to a Sponsor, the Authority shall notify the Commissioners of the Authority appointed by such Sponsor that, pursuant to the Act, such Commissioners are disqualified from voting on any matter, action or resolution to come before the Authority, and from participating in any of the business of the Authority, so long as such Event of Non-Appropriation continues with respect to such Sponsor, and thereafter, for so long as such Event of Non-Appropriation continues, all decisions of the Authority required hereunder with respect to the NFL Team Lease Default as described herein or other binding commitment or agreement with the NFL Team to play NFL football games in the IndentureStadium, shall require the Trustee shall provide written notice thereof to approval of a majority of the Initial Purchaser and shall proceed in accordance with any written instructions received Commissioners appointed by the Initial Purchaser. Before taking any such action as directed by the Initial Purchaser, the Trustee shall be entitled to the indemnification provided in the IndentureSponsor which has timely appropriated funds under Section 4.6 hereof.

Event of Non-Appropriation. In the event that the City gives notice that it intends to not renew this Lease as provided by Section 5.1 hereof, If any one or the City shall not effect an Appropriation, on or before December 31 of each Fiscal Year, of moneys to pay all Series 2020A Base Rentals, all Series 2020B Base Rentals and reasonably estimated Additional Rentals coming due for the next ensuing Renewal Term as provided in Section 5.1 hereof and this Article, or in the event that the City is proceeding under the provisions of Section 11.3(c) hereof (when applicable), an Event of Non-appropriation shall be deemed to have occurred, as applicable; subject, however, to each more of the following provisionsevents shall occur and be continuing with respect to a Sponsor, it is hereby defined as and declared to be and to constitute an “Event of Non­Appropriation” under this Agreement with respect to such Sponsor: (a) In Failure of the event the Trustee does not receive the written notice provided for by Section 5.1 hereof or evidence that an Appropriation has been effected by the City Missouri General Assembly to budget and appropriate, specifically with respect to this Agreement, on or before December 31 the last day of a its Fiscal Year, then the Trustee shall declare an State Financing Amount for the next succeeding Fiscal Year; or (b) Failure of the Board of Aldermen of the City to budget and appropriate, specifically with respect to this Agreement, on or before the last day of its Fiscal Year, the City Financing Amount for the next succeeding Fiscal Year; or (c) Failure of the Board of Aldermen of the City to budget and appropriate, specifically with respect to this Agreement, on or before the last day of its Fiscal Year, the Event Day Tax Revenues Reimbursement Amount for the next succeeding Fiscal Year. Upon receipt of a certificate pursuant to Section 4.6 hereof from a Sponsor which states that such Sponsor has not appropriated the funds required to be appropriated by such Sponsor under Section 4.6 hereof, or upon receipt of other notice of the occurrence of any Event of Non- appropriation, on the first Business Day of the February following such Fiscal Year or such declaration shall be made on any earlier date on which the Trustee receives official, specific written notice from the City that this Lease will not be renewed; provided that the Trustee’s failure Appropriation with respect to declare an Event of Non-appropriation on such date shall not be construed as a waiver of the Event of Non-appropriation or the consequences of such an event under this Lease. In order to declare an Event of Non-appropriationSponsor, the Trustee shall send written notice thereof to immediately notify the City. (b) The Trustee shall waive any Event Authority and the Sponsors of Non-appropriation which is cured by the City, within 30 days of the receipt by the City of notice from the Trustee as provided in (a) above, by a duly effected Appropriation to pay all Series 2020A Base Rentals, Series 2020B Base Rentals and sufficient amounts to pay reasonably estimated Additional Rentals coming due for such Renewal Term. (c) Pursuant to the terms of the Indenture, the Trustee may, with the prior written consent of the Initial Purchaser, waive any Event of Non-appropriation which is cured by the City within a reasonable time with the procedure described in (b) above. In the event that during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in a duly effected Appropriation and moneys are not specifically budgeted and appropriated or otherwise made available to pay such Additional Rentals within 60 days subsequent to the date upon which such Additional Rentals are due, an Event of Non-appropriation shall be deemed to have occurred, upon notice by the Trustee to the City to such effect (subject to waiver by the Trustee as hereinbefore provided). If an Event of Non-appropriation occurs, the City shall not be obligated to make payment of the Series 2020A Base Rentals, Series 2020B Base Rentals or Additional Rentals, or any other payments provided for herein which accrue after the last day of the Initial Term or any Renewal Term during which such Event of Non-appropriation occurs; provided, however, that, subject to the limitations of Sections 7.1 and 15.3 hereof, the City shall continue to be liable for Series 2020A Base Rentals, Series 2020B Base Rentals and Additional Rentals allocable to any period during which the City shall continue to occupy, use or retain possession of the Leased Property. Subject to Section 7.5 hereof, the City shall in all events vacate or surrender possession of the Leased Property by March 1 of the Renewal Term in respect of which an Event of Non- appropriation has occurred. After March 1 of the Renewal Term in respect of which an Event of Non-appropriation has occurred, the Trustee may proceed to exercise all or any Lease Remedies. The City acknowledges that, upon the occurrence of an Event of Non-appropriation: (a) the Trustee shall be entitled Non­Appropriation with respect to all moneys then being held in the Series 2020A Base Rentals Fund, the Series 2020A Costs any Sponsor. Upon receipt of Execution and Delivery Fund, the Series 2020B Base Rentals Fund, the Series 2020B Costs notice of Execution and Delivery Fund and in all other funds created under the Indenture (except the Rebate Fund and any defeasance escrow accounts) to be used as described therein and (b) all property, funds and rights then held or acquired by the Trustee upon the termination of this Lease by reason of an Event of Non-appropriation are to be held by the Trustee in accordance with the terms of the Indenture. Notwithstanding anything herein to the contrary, so long as the Initial Purchaser is the sole Owner of the Outstanding Certificates, upon the occurrence of an Event of Non-appropriation Non­Appropriation or an Event of Default under Section 8.1(a) hereof with respect to a Sponsor, the Authority shall notify the Commissioners of the Authority appointed by such Sponsor that, pursuant to the Act, such Commissioners are disqualified from voting on any matter, action or resolution to come before the Authority, and from participating in any of the business of the Authority, so long as such Event of Non­Appropriation or Event of Lease Default as described herein or in the Indenture, the Trustee shall provide written notice thereof under Section 8.1(a) hereof continues with respect to the Initial Purchaser and shall proceed in accordance with any written instructions received by the Initial Purchaser. Before taking any such action as directed by the Initial Purchaser, the Trustee shall be entitled to the indemnification provided in the IndentureSponsor.