Ordinance 2009-323 - Laserfiche WebLink

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either in any case or in the aggregate, might result in any material adverse change in the financial condition of the City, or which question the validity of this Agreement or the Note or of any action taken or to be taken in connection with the transactions contemplated hereby or thereby. Section 2.05 Financial Information. The financial information regarding the City furnished to the Bank by the City in connection with the Loan is complete and accurate, and there has been no material and adverse change in the financial condition of the City from that presented in such information. ARTICLE III COVENANTS OF THE CITY Section 3.01 Affirmative Covenants. For so long as any of the principal amount of or interest on the Note is outstanding or any duty or obligation ofthe City hereunder or under the Note remains unpaid or unperformed, the City covenants to the Bank as follows: (a) Payment. The City shall pay the principal of and the interest on the Note at the time and place and in the manner provided herein and in the Note, (b) Use of Proceeds. Proceeds from the Note will be used only to finance costs of the Project and to pay closing costs of the Loan. (c) Notice of Defaults, The City shall within ten (10) days after it acquires knowledge thereof, notify the Bank in writing at its Notice Address upon the happening, occurrence, or existence of any Event of Default, and any event or condition which with the passage of time or giving of notice, or both, would constitute an Event of Default, and shall provide the Bank with such written notice, a detailed statement by a responsible officer of the City of all relevant facts and the action being taken or proposed to be taken by the City with respect thereto. (d) Maintenance of Existence. The City will take all legal action within its control in order to maintain its existence until all amounts due and owing from the City to the Bank under this Agreement and the Note have been paid in full. (e) Records. The City agrees that any and all records ofthe City with respect to the Loan shall be open to inspection by the Bank or its representatives at all reasonable times at the offices the City. (f) Financial Statements. The City will cause an audit to be completed of its books and accounts and shall furnish to the Bank audited year-end financial statements ofthe City certified by an independent certified public accountant to the effect that such audit has been conducted in accordance with generally accepted auditing standards and stating whether such financial statements present fairly in all material respects the financial position ofthe City and the results of its operations and cash flows for the periods covered by the audit report, all in conformity with generally accepted accounting principles applied on a consistent basis. The City shall provide the Bank with the City's -4-