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8 <br />EL185\81\983245.v1 <br />agrees that Lender is relying upon the above representations and warranties in extending <br />the Loan to Borrower. Borrower further agrees that the foregoing representations and <br />warranties shall be continuing in nature and shall remain in full force and effect until <br />such time as the Loan and Note shall be paid in full, or until this Agreement shall be <br />terminated in the manner provided above, whichever is the last to occur. <br /> <br />(f) The Corporate Guarantor and the Borrower are under common ownership. <br /> <br />13. Indemnification. Borrower agrees to indemnify Lender and save it harmless <br />against all loss, liability, expense, or damages including but not limited to attorneys’ fees, which <br />may arise by reason of the assertion of any lien against the Loan Property or the Equipment. <br />Borrower will indemnify and hold Lender harmless from any damages Lender may suffer or <br />incur from Borrower’s breach of its covenant in this Agreement. <br /> <br />14. Defaults. Each of the following shall constitute an Event of Default: <br /> <br />(a) If Borrower or Corporate Guarantor abandons the Loan Property or moves <br />its operations outside the City. <br /> <br />(b) Failure of Borrower to make any payment when due on the Loan, which <br />such failure shall continue for a period of 10 days or more. <br /> <br />(c) Bankruptcy, reorganization, assignment, insolvency or liquidation <br />proceedings, or other proceedings for relief under any applicable bankruptcy law or other <br />law for relief of debtors are instituted by or against the Borrower and, if such proceedings <br />are instituted against the Borrower, an order, judgment or decree, without the consent of <br />Borrower appointing a trustee or receiver for the Borrower or any part of their property or <br />approving a petition under the bankruptcy laws of the United States or any similar laws <br />of any state or other competent jurisdiction, shall have remained in force undischarged or <br />unstayed for a period of 30 days. <br /> <br />(d) Any judgment, attachment, garnishment or other similar process is entered <br />against the Borrower or against any property or assets of the Borrower and is not <br />released, satisfied or discharged or bonded to Lender’s satisfaction within 30 days of <br />entry. <br /> <br />(e) Any of the terms, covenants or conditions of any permit or other <br />agreement issued or made by the City or other governmental body having jurisdiction <br />over the Loan Property are not complied with within the time required thereby or are <br />terminated or modified by the City or such other governmental body and Borrower have <br />not taken or has not caused the Corporate Guarantor to take the necessary steps to correct <br />or cure the same within 30 days after written notice is given by Lender. <br /> <br />(f) Any mechanic’s or material supplier’s lien is filed, against the Loan <br />Property and is not released, satisfied or discharged or bonded to Lender’s satisfaction,. <br /> <br />Page 51 of 124