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<br />Morrell Oversize must give Secured Party written notice prior to any change in <br />the location of Morrell Oversize’s principal office/residence. <br /> <br /> <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 /> <br /> <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 /> <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. 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 /> <br /> <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 />