7.1. EDSR 09-16-2019 - Laserfiche WebLink

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4 611369v1EL185-30 bankruptcy or insolvency proceeding is commenced. 4.14. Financing Statements. Distinctive Iron authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without Distinctive Iron’s signature where permitted by law, in each case in such form and substance as Secured Party may determine. Distinctive Iron shall pay all filing, registration and recording fees and any taxes, duties, imports, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 5. EVENTS OF DEFAULT. Each of the following is an “Event of Default” under this Agreement: (a) Hemmer or Distinctive Iron fails to pay any of the Obligations when due and any applicable grace period lapses without cure by Hemmer or Distinctive Iron; (b) Hemmer or Distinctive Iron fails to timely perform any other Obligation and any applicable grace period lapses without cure by Hemmer or Distinctive Iron; (c) any representation made by Distinctive Iron in this Agreement or in any financial statement or report submitted by Hemmer or Distinctive Iron to Secured Party proves to have been materially false or misleading when made; (d) Distinctive Iron or Hemmer ceases to conduct its business; (e) Distinctive Iron or Hemmer is or becomes insolvent, however defined; (f) Distinctive Iron or Hemmer voluntarily files, or has filed against it involuntarily, a petition under the United States Bankruptcy Code; or (g) if Distinctive Iron or Hemmer is dissolved or liquidated. 6. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Secured Party may exercise one or more of the following rights and remedies: (a) declare any or all unmatured Obligations to be immediately due and payable without presentment or any other notice or demand and immediately enforce payment of any or all of the Obligations; (b) require Distinctive Iron to make the Collateral available to Secured Party at a place to be designated by Secured Party; (c) exercise and enforce any rights or remedies available upon default to a secured party under the Uniform Commercial Code as amended from time to time (“UCC”), and, if notice to Distinctive Iron of the intended disposition of Collateral or any other intended action is required by law, such notice shall be commercially reasonable if given at least ten (10) calendar days prior to the intended disposition or other action; and (d) exercise and enforce any other rights or remedies available to Secured Party by law or agreement against the Collateral, Distinctive Iron, Hemmer, or any other person or property. Secured Party’s duty of care with respect to Collateral in its possession will be fulfilled if Secured Party exercises reasonable care in physically safekeeping the Collateral or, in the case of Collateral in the possession of a bailee or other third person, exercises reasonable care in the selection of the bailee or other third person. Mere delay or failure to act will not preclude the exercise or enforcement of any of Secured Party’s rights or remedies. All rights and remedies of Secured Party are cumulative and may be exercised singularly or concurrently, at Secured Party’s option. 7. MISCELLANEOUS. The following miscellaneous provisions are a part of this