7.5 HRSR 05-01-2017 - Laserfiche WebLink

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within the powers of the Borrower and the Entity Guarantor and have been duly authorized by all necessary company action on the part of the Borrower and the Entity Guarantor. This Agreement and the Note, Mortgage, and any other instruments required hereunder have been duly executed and delivered and are the legal, valid and binding obligations of the Borrower and the Entity Guarantor enforceable in accordance with their respective terms. (c) No litigation, tax claims or governmental proceedings are pending or threatened against the Borrower, the Entity Guarantor or the Loan Property, and no judgment or order of any court or administrative agency is outstanding against the Borrower, the Entity Guarantor or the Loan Property which would have a material adverse effect on Borrower, the Entity Guarantor or the Loan Property. (d) Borrower and the Entity Guarantor have filed all tax returns (federal and state) required to be filed for all prior years and paid all taxes shown thereon to be due, including interest and penalties. Borrower and the Entity Guarantor will file all such returns and pay all such taxes for the current and future years. (e) All information, financial or other, which has been submitted by Borrower, the personal guarantor, and the Entity Guarantor in connection with the Loan is true, accurate and complete in all material respects. (f) Entity Guarantor is under common ownership with the Borrower. (g) Borrower is a "small business" as defined by the U.S. Small Business Administration. 13. Indemnification. Borrower agrees to indemnify Lender and hold it harmless against all loss, liability, expense, or damages including but not limited to attorneys' fees, which may arise by reason of the assertion of any lien against the Loan Property. 14. Defaults. Each of the following shall constitute an Event of Default: (a) If Borrower abandons the Loan Property. (b) Bankruptcy, reorganization, assignment, insolvency or liquidation proceedings, or other proceedings for relief under any applicable bankruptcy law or other law for relief of debtors are instituted by or against Borrower and, if such proceedings are instituted against Borrower, an order, judgment or decree, without the consent of Borrower appointing a trustee or receiver for Borrower or any part of its property or approving a petition under the bankruptcy laws of the United States or any similar laws of any state or other competent jurisdiction, shall have remained in force undischarged or unstayed for a period of 30 days. 6 498527v1 EL185 -51