Reso 1997-071 to 075 - Laserfiche WebLink

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SECTION 2.03 AUTHORIZATION This Agreement, all agreements appended hereto, and the PROMISSORY NOTE have been duly authorized, executed and delivered, and are valid and binding agreements of BORROWER. SECTION 2.04 LITIGATION There are no pending or threatened actions or proceedings before any court or administrative agency which may adversely affect the financial condition or operation of BORROWER other than those heretofore disclosed by BORROWER to LENDER in writing. SECTION 2.05 CORRECTNESS OF FINANCIAL STATEMENTS The financial statements heretofore delivered by BORROWER to LENDER presentfairly and accurately the financial condition of BORROWER, and have been prepared in accordance with generally accepted accounting principles consistently applied. SECTION 2.06 NO SUBORDINATION The obligations of BORROWER under this Agreement and the PROMISSORY NOTE are not subordinated in right of payment to any obligation of BORROWER unless otherwise acknowledged or agreed to by LENDER in writing. SECTION 2.07 TAXES BORROWER has filed all tax returns and has paid and agrees to continue to pay in full in a timely manner all taxes or assessments which have or may become due pursuant to said returns or pursuant to any assessments levied against the BORROWER or its personal or real property by any taxing agency, federal, state, or local. No tax liability has been assessed by the Internal Revenue Service or other taxing agency, federal, state, or local, for taxes materially in excess of those already provided for and the BORROWER knows of no basis for any such deficiency assessment. SECTION 2.08 PERMITS, FRANCHISES BORROWER possesses, and will hereafter possess, all permits, memberships, franchises, contracts, and licenses required and all trademark rights, trade name rights, patents, patent rights, and fictitious name rights necessary to enable it to conduct the business in which it is now engaged without conflict with the rights of others. SECTION 2.09 NO ADVERSE CHANGE BORROWER certifies that there has been no adverse change since the date of loan application in the financial condition, organization, operation, business prospects, fixed properties, or personnel of the BORROWER. SECTION 2.10 EVIDENCE OF PROJECT FUNDING BORROWER has submitted to the LENDER acceptable evidence of financing for the balance of the project cost. SECTION 2.11 LENDER STATUS BORROWER recognizes and agrees that LENDER is not a commercial lending institution, but a municipal corporation exercising its authority to protect the public health, safety and welfare. Any duties or obligations which a commercial lending institution may have to BORROWER shall not apply to this transaction except as set forth herein and in the Loan Documents. Loan Agreement Page 3 of 11