7.2. EDSR 10-17-2022 - Laserfiche WebLink

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Center") listed in Exhibit A pursuant to the Security Agreement and that no other party has any right, title or interest in the Equipment listed in Exhibit A except for the senior liens of the Machinery Finance Resources, LLC in the Machining Center. 11. Warranties. Borrower represents and warrants to Lender the following: (a) The Borrower is a corporation duly formed, validly existing and in good standing under the laws of the State of Minnesota. (b) The making and performance of this Agreement and the execution and delivery of the Note and any other instrument required hereunder are within the powers of the Borrower and have been duly authorized by all necessary corporate action on the part of the Borrower. This Agreement and the Note and any other instruments required hereunder have been duly executed and delivered and are the legal, valid and binding obligations of the Borrower, legally enforceable against it. (c) The execution and delivery of the Security Agreement is within the powers of the Borrower and has been duly authorized by all necessary corporation action on the part of the Borrower. The Security Agreement has been duly executed and delivered and is the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms. (d) No litigation, tax claims or governmental proceedings are pending or threatened against the Borrower or the Loan Property, and no judgment or order of any court or administrative agency is outstanding against the Borrower or the Loan Property which would have a material adverse effect on Borrower or the Loan Property. (e) Borrower has 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 will file all such returns and pay all such taxes for the current and future years. (f) All information, financial or other, which has been submitted by Borrower and the personal guarantor in connection with the Loan is true, accurate and complete in all material respects. 12. Indemnification. Borrower agrees to indemnify Lender and save 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 or the Equipment. 13. 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 5 491713vl EL18546