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<br />company action on the part of the Borrower and the Entity Guarantor. This Agreement <br />and the Note, Mortgage, Security Agreement and any other instruments required <br />hereunder have been duly executed and delivered and are the legal, valid and binding <br />obligations of the Borrower and Entity Guarantor enforceable in accordance with their <br />respective terms. <br /> <br /> <br />(c)No litigation, tax claims or governmental proceedings are pending or <br />threatened against the Borrower, the Entity Guarantor or the Loan Property, and no <br />judgment or order of any court or administrative agency is outstanding against the <br />Borrower, the Entity Guarantor or the Loan Property which would have a material <br />adverse effect on Borrower, the Entity Guarantor or the Loan Property. <br /> <br /> <br />(d)Borrower and the Entity Guarantor have filed all tax returns (federal and <br />state) required to be filed for all prior years and paid all taxes shown thereon to be due, <br />including interest and penalties. Borrower and the Entity Guarantor will file all such <br />returns and pay all such taxes for the current and future years. <br /> <br /> <br />(e)All information, financial or other, which has been submitted by Borrower <br />the personal guarantors and the Entity Guarantor in connection with the Loan is true, <br />accurate and complete in all material respects. <br /> <br /> <br />(f)Entity Guarantor is under common ownership. <br /> <br /> <br />14.Indemnification. Borrower agrees to indemnify Lender and save it harmless <br />against all loss, liability, expense, or damages including but not limited to attorneys’ fees, which <br />may arise by reason of the assertion of any lien against the Loan Property or the Equipment. <br />Borrower will indemnify and hold Lender harmless from any damages Lender may suffer or <br />incur from Borrower’s breach of its covenant in Section 12(j). <br /> <br /> <br />15.Defaults. Each of the following shall constitute an Event of Default: <br /> <br /> <br />(a)If Borrower or Entity Guarantor abandons the Loan Property. <br /> <br /> <br />(b)Bankruptcy, reorganization, assignment, insolvency or liquidation <br />proceedings, or other proceedings for relief under any applicable bankruptcy law or other <br />law for relief of debtors are instituted by or against Borrower and, if such proceedings are <br />instituted against Borrower, an order, judgment or decree, without the consent of <br />Borrower appointing a trustee or receiver for Borrower or any part of its property or <br />approving a petition under the bankruptcy laws of the United States or any similar laws <br />of any state or other competent jurisdiction, shall have remained in force undischarged or <br />unstayed for a period of thirty (30) days. <br /> <br /> <br />(c)Any judgment, attachment, garnishment or other similar process is entered <br />against Borrower or against any property or assets of Borrower and is not released, <br />satisfied or discharged or bonded to Lender’s satisfaction within thirty (30) days of entry. <br /> <br />7 <br />454752v2 EL185-29 <br />