Reso 2019-139 - Laserfiche WebLink

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Borrower covenants and agrees that for the life of this Agreement, Borrower will not, without prior written consent of the City: 4.1USE OF FUNDS . Use any of the proceeds of the City Loan except for the purpose(s) stated in Section 1.4 of this Agreement. 4.2ENCUMBER THE PROPERTY. Create nor suffer to exist any mortgage, lien, charge, or encumbrance, includingliens arising from judgments on the Property. This includes Workers’ Compensation, unemployment, Internal Revenue Service, state, local, mechanic, and any other liens of any type; provided however, that Borrower shall have thirty (30) days to discharge or provide adequate security for any involuntary lien upon the Property except that which may be in the ordinary course of business to obtain a line of credit or letters of credit. 4.3MERGER, CONSOLIDATION, SALE OF ASSETS. Merge into or consolidate with any corporation or other entity, or acquire all or substantially all of the assets of any other corporation or entity; or sell, lease, assign, transfer or otherwise dispose of all or substantially all Borrower’s assets. 4.4LOANS, ADVANCES, INVESTMENTS. Make any loan or advances to or investments in, any person or entity except those usually made in the ordinary course of business. ARTICLE V DEFAULT AND REMEDIES 5.1EVENTS OF DEFAULT.The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"): (a)Participant removes the Improvements from the Property, or fails to maintain the Improvements and the Property according to the City’s standards, or fails to promptly make repairs in violation of Section 3.4. (b)Any representation or warranty contained in this Agreement or any certificate furnished in connection with the foregoing or in connection with any request for disbursement of City Loan Proceeds proves to have been false or misleading in any respect when made. (c)Borrower defaults in the performance of any term, provision, covenant or agreement (other than an obligation enumerated in this Article V) contained in this Agreement or unless a shorter cure period for such default is specified herein, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Borrower (or such longer time as City may agree upon in writing), provided that in each case Borrower commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith. (d)Borrower becomes insolvent or shall cease to pay its debts as they mature or voluntarily files a petition seeking reorganization of, or the appointment of a receiver, trustee, or liquidation for it or a substantial portion of its assets, or to effect a plan or other arrangement with creditors, or shall be adjudicated bankrupt, or shall make voluntary assignment for the benefit of creditors. 10 3239132.3 City Loan Agreement