Reso 1998-012 - Laserfiche WebLink

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The obligation of LENDER to make this LOAN contemplated hereunder is subject to the fulfillment of the following conditions: SECTION 3.01 APPROVAL OF LENDER's COUNSEL All legal matters incidental to LENDER's commitment to issue the LOAN hereunder shall be satisfactory to counsel of LENDER, including the form, validity and enforceability of this AGREEMENT and herein referenced agreements. SECTION 3.02 AUTHORIZATION TO EXECUTE DOCUMENTS BORROWER is empowered to enter into this transaction and where appropriate shall have executed and delivered to LENDER a duly certified copy of a Resolution of the Board of Directors authorizing BORROWER to enter into all documents necessary to complete this transaction. SECTION 3.03 APPROVAL OF OTHERS BORROWER shall have secured all necessary approvals or consents required with respect to this transaction, if required, by any governmental bodies having jurisdiction with respect to any construction contemplated in accordance with the use of proceeds of the LOAN. BORROWER shall have additionally secured all necessary approvals or consents required with respect to this transaction by any mortgagee, creditor, or other party having any financial interest in BORROWER. SECTION 3.04 COMPLIANCE The representations and warranties contained herein shall be true on and as of the date of the signing of this AGREEMENT with the same effect as though such representation and warranties had been made on and as of such date, and on such date no event of default as defined in Article VI herein (EVENT OF DEFAULT) and no condition, event or act which, with the giving of notice or the lapse of time or both would constitute an EVENT OF DEFAULT, shall have occurred and be continuing or shall exist. J IMAA 1171• ►�► BORROWER covenants that so long as BORROWER is indebted to LENDER under this AGREEMENT, and until the payment in full of the PROMISSORY NOTE issued hereunder, BORROWER will: SECTION 4.01 PUNCTUAL PAYMENT Punctually pay the interest and principal of the PROMISSORY NOTE at the times and place and in the manner specified in the PROMISSORY NOTE. SECTION 4.02 PAYMENT OF OTHER INDEBTEDNESS Punctually pay the principal and interest due on any other indebtedness now or hereafter at any time owing by the BORROWER to the LENDER or any other lender. SECTION 4.03 ACCOUNTING RECORDS Maintain adequate books and accounts in accordance with generally accepted accounting principles consistently applied, and permit any representative of LENDER, at any reasonable time, to inspect, audit and examine such books and inspect the properties of BORROWER. Loan Agreement Page 4 of 11