7.1. SR 09-03-2013 - Laserfiche WebLink

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electronic chattel paper (as such terms are defined in the UCC, as hereinafter defined), with any agreements establishing control to be in form and substance reasonably satisfactory to Secured Party; and(iii)otherwise to insure the continued perfection and priority of the Security Interest in any of the Collateral and the preservation of the rights of Secured Party therein. 4.4 Enforceability of Collateral. To the extent the Collateral consists of accounts, instruments, documents,chattel paper,letter-of-credit rights,letters of credit or general intangibles,the Collateral is enforceable in accordance with its terms, is genuine, complies with applicable laws concerning form,content and manner of preparation and execution,and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. 4.5 Title to Collateral. Debtor holds,or will hold at the time Debtor acquires an interest in after acquired Collateral,good and marketable title to the Collateral free of all security interests and encumbrances except for the prior security interest of Lender pursuant to the Microloan loan facility, the Security Interest and the subordinate security interests of. (i)the Bank of Elk River;and(ii)the City of Elk River. Debtor will keep the Collateral free of all security interests and encumbrances except for the interest of the Microloan loan facility,the Security Interest and the other security interests referenced in this Section 4.5. Debtor will defend Secured Party's rights in the Collateral against the claims and demands of all other persons. 4.6 Collateral Location. Debtor will keep all tangible Collateral at Debtor's principal office. 4.7 Collateral Use. Debtor will use the Collateral only for business purposes. Debtor will not use or keep any Collateral for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance. 4.8 Maintenance of Collateral. Debtor will maintain all tangible Collateral in good condition and repair. Debtor will not commit or permit damage to or destruction of any of the Collateral. Debtor will give Secured Party prompt written notice of any material loss of or damage to any tangible Collateral and of any other happening or event that materially affects the existence, value or amount of the Collateral. 4.9 Disposition of Collateral. Debtor will not sell or otherwise dispose of any Collateral or any interest in any Collateral without the prior written consent of Secured Party,except that until the occurrence of an Event of Default(as defined in Section 5 below), Debtor may sell any inventory constituting Collateral in the ordinary course of Debtor's business. 4.10 Taxes, Assessments and Liens. Debtor will promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral. 4.11 Records;Access. Debtor will keep accurate and complete records pertaining to the Collateral and to Debtor's business and financial condition and will submit to Secured Party all reports regarding the Collateral and Debtor's business and financial condition as and when Secured Party may reasonably request. During normal business hours, Debtor will permit Secured Party and its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy Debtor's books and records relating to the Collateral and Debtor's business and financial condition. 4.12 Insurance. Debtor will keep all tangible Collateral insured against risks of fire(including so-called extended coverage), theft and other risks and in such amounts as Secured Party may reasonably request, with any loss payable to Secured Party to the extent of its interest. Debtor assigns to Secured Party all money due or to become due with respect to, and all other rights of Debtor with respect to,all insurance concerning the Collateral and Debtor directs the issuer of any such insurance to pay all such money directly to Secured Party. -2-