2025-09-01-R - Laserfiche WebLink

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Section 2.10 Title to Properties. Borrower has good title to its assets and properties free and clear of any mortgage,deed of trust,pledge,security interest,lien,charge or encumbrance of any nature(each,a"Lien"). Section 2.11 Solvency. The Borrower is not contemplating the commencement of insolvency,bankruptcy,litigation or consolidation proceedings or the appointment of a receiver, liquidator,custodian,trustee or similar official in respect of the Borrower or any of its property or assets. Section 2.12 Indebtedness. Except as set forth in the Disclosure Schedule attached hereto as Schedule I, Borrower has no outstanding Indebtedness and no Indebtedness is secured by or otherwise benefits from any Lien on or with respect to the whole or any part of Borrower's properties or assets,present or future. For purposes of this Agreement,"Indebtedness"shall be defined as:(i)liabilities,including but not limited to recoverable grants,for borrowed money or for the deferred purchase price of property or services other than(a)wages,(b)lease payments other than capital lease payments, and(c)trade accounts payable that provide for the payment thereof within ninety (90)days of the incurrence thereof, in each case incurred in the ordinary course of business;(ii)liabilities secured by any Lien existing on real or personal property owned or leased(whether or not the liabilities have been assumed);(iii)obligations under conditional sales or other title retention agreements;(iv)indebtedness of others that is guaranteed or endorsed by Borrower,or with respect to which Borrower is otherwise contingently liable;(v)obligations as lessee under capital leases, except under non-material capital leases for routine office equipment;and(vi)any other obligations(other than deferred taxes,if any)that are required by generally accepted accounting principles to be shown as liabilities on Borrower's balance sheet. ARTICLE III CLOSING CONDITIONS Section 3.1 Closing Conditions. The obligation of the Lender to make the Loan is subject to the conditions precedent that the Lender shall have received the following: (a) The receipt of this Agreement, duly executed and delivered by the Borrower,in full force and effect; (b) Approval of the Match as evidenced by an award letter provided by the State of Arkansas,or its agencies; (c) The receipt of the Note,duly executed and delivered by the Borrower, in full force and effect; (d) The receipt of an Officer's Certificate of the Borrower,substantially in the form of Exhibit B attached hereto,with appropriate attachments;and (e) Delivery to Lender of certificates from the appropriate governmental authorities certifying that the Borrower is duly formed under the laws of the State of Arkansas and is in good standing under the laws of such jurisdiction. 6