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<br />Tainer must give Secured Party written notice prior to any change in the location <br />of Coin-Tainer’s principal office/residence. <br /> <br /> <br />4.2.Organization; Authority. Coin-Tainer is a limited liability company, duly <br />organized, existing and in good standing under the laws of the state of its <br />organization and has full power and authority to enter into this Agreement. Coin- <br />Tainer’s state of organization/residence is Minnesota and its exact legal name is <br />as set forth on the signature page to this Agreement. Coin-Tainer will not change <br />its state of organization, form of organization or name without Secured Party’s <br />prior written consent. <br /> <br /> <br />4.3.Perfection of Security Interest. Coin-Tainer will execute and deliver, and <br />irrevocably appoints Secured Party (which appointment is coupled with an <br />interest) Coin-Tainer’s attorney-in-fact to execute and deliver in Coin-Tainer’s <br />name, all financing statements (including, but not limited to, amendments, <br />terminations and terminations of other security interests in any of the Collateral), <br />control agreements and other agreements which Secured Party may at any time <br />reasonably request in order to secure, protect, perfect, collect or enforce the <br />Security Interest, Coin-Tainer shall, at any time and from time to time, take such <br />steps as Secured Party may reasonably request for Secured Party: (i) to obtain an <br />acknowledgement, in form and substance reasonably satisfactory to Secured <br />Party, of any bailee having possession of any of the Collateral that such bailee <br />holds such Collateral for Secured Party; (ii) to obtain “control” of any investment <br />property, deposit accounts, letter-of-credit rights or electronic chattel paper (as <br />such terms are defined in the UCC, as hereinafter defined), with any agreements <br />establishing control to be in form and substance reasonably satisfactory to <br />Secured Party; and (iii) otherwise to ensure the continued perfection and priority <br />of the Security Interest in any of the Collateral and the preservation of the rights <br />of Secured Party therein. <br /> <br /> <br />4.4.Enforceability of Collateral. To the extent the Collateral consists of accounts, <br />instruments, documents, chattel paper, letter-of-credit rights, letters of credit or <br />general intangibles, the Collateral is enforceable in accordance with its terms, is <br />genuine, complies with applicable laws concerning form, content and manner of <br />preparation and execution, and all persons appearing to be obligated on the <br />Collateral have authority and capacity to contract and are in fact obligated as they <br />appear to be on the Collateral. <br /> <br /> <br />4.5.Title to Collateral. Coin-Tainer holds good and marketable title to the Collateral <br />free of all security interests and encumbrances. Coin-Tainer will keep the <br />Collateral free of all security interests and encumbrances except for the Security <br />Interest. Coin-Tainer will defend Secured Party’s rights in the Collateral against <br />the claims and demands of all other persons. <br /> <br /> <br />4.6.Collateral Location. Coin-Tainer will keep all tangible Collateral at 17834 <br />Industrial Circle NW, Elk River, MN 55330. <br />2 <br />454899v2 EL185-29 <br />