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Morrell Oversize must give Secured Party written notice prior to any change in <br /> the location of Morrell Oversize's principal office/residence. <br /> 4.2. Organization; Authority. Morrell Oversize 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. <br /> Morrell Oversize's state of organization/residence is Minnesota and its exact legal <br /> name is as set forth on the signature page to this Agreement. Morrell Oversize <br /> will not change its state of organization, form of organization or name without <br /> Secured Party's prior written consent. <br /> 4.3. Perfection of Security Interest. Morrell Oversize will execute and deliver, and <br /> irrevocably appoints Secured Party (which appointment is coupled with an <br /> interest) Morrell Oversize's attorney-in-fact to execute and deliver in Morrell <br /> Oversize's name, all financing statements (including, but not limited to, <br /> amendments, terminations and terminations of other security interests in any of <br /> the Collateral), control agreements and other agreements which Secured Party <br /> may at any time reasonably request in order to secure, protect, perfect, collect or <br /> enforce the Security Interest, Morrell Oversize shall, at any time and from time to <br /> time, take such steps as Secured Party may reasonably request for Secured Party: <br /> (i) to obtain an acknowledgement, in form and substance reasonably satisfactory <br /> to Secured Party, of any bailee having possession of any of the Collateral that <br /> such bailee holds such Collateral for Secured Party; (ii) to obtain"control" of any <br /> investment property, deposit accounts, letter-of-credit rights or electronic chattel <br /> paper (as such terms are defined in the UCC, as hereinafter defined), with any <br /> agreements establishing control to be in form and substance reasonably <br /> satisfactory to Secured Party; and (iii) otherwise to ensure the continued <br /> perfection and priority of the Security Interest in any of the Collateral and the <br /> preservation of the rights of Secured Party therein. <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 /> 4.5. Title to Collateral. Morrell Oversize holds good and marketable title to the <br /> Collateral free of all security interests and encumbrances. Morrell Oversize will <br /> keep the Collateral free of all security interests and encumbrances except for the <br /> Security Interest. Morrell Oversize will defend Secured Party's rights in the <br /> Collateral against the claims and demands of all other persons. <br /> 4.6. Collateral Location. Morrell Oversize will keep all tangible Collateral at <br /> , Elk River, Minnesota 55330. <br /> 2 <br /> 464432v1 EL185-33 <br />