7.2 EDSR 10-21-2024 - Laserfiche WebLink

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12 EL185\81\983245.v1 20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Minnesota, without giving effect to any choice or conflict of law provision or rule. 21. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be an original and all of which shall constitute the same agreement. 22. Entire Agreement. This Agreement, the Note, the Security Agreement and the other documents executed by Borrower and/or Lender pursuant to this Agreement contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior understandings and agreements, both oral and written. This Agreement may be amended only in a writing signed by the parties hereto. 23. Fees and Expenses. Borrower agrees to pay to Lender immediately upon demand all costs and expenses, including, without limitation, all attorneys’ fees, incurred by Lender in connection with the enforcement of the Lender’s rights and/or the collection of any amounts which become due to Lender under this Agreement, the Note, the Security Agreement or the other documents executed in connection herewith; and the prosecution or defense of any action in any way related to this Agreement, the Note, the Security Agreement or the other documents executed in connection herewith. 24. Business Subsidies Act. (a) In order to satisfy the provisions of Minnesota Statutes, Sections 116J.993 to 116J.995, as amended, (the “Business Subsidies Act”), the Borrower acknowledges and agrees that the amount of the “Business Subsidy” granted to the Borrower under this Agreement is the amount of the Loan and that the Business Subsidy is needed because the project is not sufficiently feasible for the Borrower to undertake without the Business Subsidy. The public purpose of the Business Subsidy is to renovate an existing building in the City, increase the tax base in the City, help an existing business expand in the City, and stimulate the creation and retention of jobs. In consideration of the Business Subsidy provided to assist with the Project, the Borrower represents that it will cause the Corporate Guarantor to meet following goals in the Lease (the “Goals”): create or retain 2 full-time equivalent jobs at the Loan Property with hourly wages of at least $31.00 per hour exclusive of benefits, 10 full-time equivalent jobs at the Loan Property with hourly wages of at least $24.00 per hour exclusive of benefits, 6 full-time equivalent jobs at the Loan Property with hourly wages of at least $16.00 per hour exclusive of benefits, and 10 full-time equivalent jobs at the Loan Property with hourly wages of at least $12.00 per hour exclusive of benefits by the two (2) year anniversary of the date of closing on the Loan (the “Benefit Date”). (b) If none of the Goals are met, the Borrower agree to repay all of the Business Subsidy to the Lender, plus interest (“Interest”) set at the greater of 4% per annum or the implicit price deflator defined in Minnesota Statutes Section 275.70, subdivision 3, accruing from and after the date of closing on the Loan, compounded semiannually. If the Goals are met in part, the Borrower agrees to repay a portion of the Page 55 of 124