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sixty (60) days after the Closing Date will own all of the fixtures, trade fixtures, <br />equipment, personal property and inventory located upon the Loan Property <br />(along with the Loan Property, collectively, the “Collateral”) “free and clear,” that <br />Lender will have a “first position” lien in the Collateral. <br />(h)Program Covenants. At all times while any portion of the Loan <br />remains outstanding, Borrower will: (i) maintain its status as a for profit entity; <br />(ii)maintain a positive net worth; and (iii) will operate from the Loan Property. <br />12.Warranties. Borrower represents and warrants to Lender the following: <br />(a)The Borrower is a corporation duly formed, validly existing and in <br />good standing under the laws of the State of Minnesota. <br />(b)The making and performance of this Agreement and the execution <br />and delivery of the Note, the Mortgage and any other instrument required <br />hereunder are within the powers of the Borrower and have been duly authorized <br />by all necessary company action on the part of the Borrower. This Agreement <br />and the Note, the Mortgage and any other instruments required hereunder have <br />been duly executed and delivered and are the legal, valid and binding obligations <br />of the Borrower enforceable in accordance with their respective terms. <br />(c)No litigation, tax claims or governmental proceedings are pending <br />or threatened against the Borrower or the Loan Property, and no judgment or <br />order of any court or administrative agency is outstanding against the Borrower or <br />the Loan Property which would have a material adverse effect on Borrower or the <br />Loan Property. <br />(d)Borrower has filed all tax returns (federal and state) required to be <br />filed for all prior years and paid all taxes shown thereon to be due, including <br />interest and penalties. Borrower will file all such returns and pay all such taxes <br />for the current and future years. <br />(e)All information, financial or other, which has been submitted by <br />Borrower and Guarantorsin connection with the Loan is true, accurate and <br />complete in all material respects. <br />13.Indemnification. Borrower agrees to indemnify Lender and save it <br />harmless against all loss, liability, expense, or damages including but not limited to <br />attorneys fees, which may arise by reasonof the assertion of any lien against the Loan <br />Property. <br />14.Defaults. Each of the following shall constitute an Event of Default: <br />533940v3 GAF EL185-57 <br />-7- <br />