1997-034 - Laserfiche WebLink

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�M► I It is expected that the cost of the Project will not exceed Ten Million Dollars ($10,000,000) , including interest during the period of expansion, and legal, accounting and financing expenses. The Company agrees that to the extent that the proceeds derived from the sale of the Bonds are not sufficient to complete the Project, the Company, as the owner of the Project, will be responsible for supplying all additional funds which are necessary for the completion of the Project. So long as this Memorandum of Agreement is in effect all risk of loss to the Project will be borne by the Company. SECTION 7. At or prior to the time of issuance and sale of the Bonds, the County will enter into a trust indenture with a corporate trustee (the "Trustee") to secure the Bonds, whereby the County's interest in the Project, the financing agreement with the Company, and all fees, rents, charges, proceeds from the operation of the Project, and other funds and revenues in respect of the Project, will be pledged and assigned to the Trustee, and held by the Trustee in trust, for the benefit of the holders, from time to time, of the Bonds. SECTION S. At or prior to the time of issuance and sale of the Bonds, the following conditions precedent shall have been satisfied: (a) The Company shall have satisfactorily completed all procedures established by the County for the review and approval of industrial development revenue bond issues. (b) The County shall have duly passed and adopted resolutions making all findings required by law and authorizing the issuance and sale of the Bonds and the execution and delivery of the financing agreement, the trust indenture and such other agree- ments, instruments and documents as may be required to be specifi- cally authorized. It is an express condition of this Memorandum of Agreement that the Bonds be sold only in the manner approved by the County. (c) The Company shall have authorized the execution, delivery and performance of the financing agreement, and approved the trust indenture and the issuance and sale of the Bonds, and authorized or approved such other agreements, instruments and documents for which specific authorization or approval may be required. (d) The Company shall have provided a satisfactory opinion of its counsel with respect to the due authorization, execution and delivery of the financing agreement, and related agreements, instruments and documents, their legality, validity, binding effect and enforceability in accordance with their respec- tive terms, and the absence of any violation of law, rule, regula- tion, judgment, decree or order of any court or other agency of 4