7.2. EDSR 10-17-2022 - Laserfiche WebLink

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7. Representations. The Assignor and the Assignee hereby warrant and represent to Lender that (i) they have full power and authority to execute and deliver this Agreement and the documents related hereto, and that this Agreement and the documents related hereto constitute the legal, valid and binding obligations of said party, enforceable in accordance with their respective terms; and (ii) each of them has fully considered the terms of this Agreement and the documents related hereto and has had the opportunity to discuss this Agreement with its legal counsel, and that each of them is executing this Agreement and the documents thereto without any coercion or duress on the Lender. 8. Release. The Assignor and the Assignee hereby release Lender, each of its officers, directors, employees, legal counsel and other representatives from any and all claims, demands, causes of action, liability, damage, loss, costs and expenses which it has paid, incurred or sustained or believed that it has paid, incurred or sustained, known or unknown, absolute or contingent, liquidated or unliquidated, as a result of or related to (i) the transactions evidenced by or related to the Loan Documents or this Agreement, (ii) any acts or omissions of the Lender or any of its officers, directors, agents or employees in connection therewith or related thereto, (iii) any acts or omissions of Lender or any of its officers, directors, agents or employees in connection therewith or related thereto, or (iv) the extension or denial of credit. 9. No Defenses. The Assignor and the Assignee acknowledge and agree with Lender that no events, conditions or circumstances have arisen or exist as of the date hereof which would give the Assignor or the Assignee the right to assert a defense, claim, counterclaim and/or setoff any claim by Lender for payment of amounts owing under the Loan Documents. Any defense, right of setoff, claim or counterclaim which might otherwise be available to the Assignor or Assignee against Lender with respect to the Loan Documents is hereby fully and finally waived and released in all respects. 10. Further Assurances. The Assignor and the Assignee hereby agree to execute and deliver to Lender such other agreements, documents and instruments as are deemed necessary or advisable by Lender in order to effectuate the purposes of this Agreement. 11. Authority. The Assignor and the Assignee hereby represent and warrant that they have full power and authority to execute this Agreement and the documents related hereto, that the partners, members and/or governors (as the case may be) of each such party have taken all actions necessary to authorize the execution of this Agreement, and that the manager executing this Agreement on behalf of each such entity have been duly authorized to execute this Agreement and the documents related hereto. 12. Notice. For purposes of notice under the Loan Documents, the Assignees’s address is: Twin City Metal Works, LLC _________________________ Attn: __________________ 4 DOCSOPEN\\EL185\\56\\816081.v3-9/29/22