6.2 EDSR 10-17-2016 - Laserfiche WebLink

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4.2.Organization; Authority.Debtor is a limited liability company, duly organized, existing and in goodstanding under the laws of the state of its organization and has full power and authority to enter into this Agreement. Debtor’s state of organization/residence is Minnesota and its exact legal name is asset forth on the signature page to this Agreement. Debtor will not change its state of organization, form of organization or name without Secured Party's prior written consent. 4.3.Perfection of Security Interest.Debtor will execute and deliver, and irrevocably appoints Secured Party (which appointment is coupled with an interest) Debtor’s attorney-in-fact to execute and deliver in Debtor’s name, all financing statements (including, but not limited to, amendments, terminations and terminations of other security interests in any of the Collateral), control agreements and other agreements which Secured Party may at any time reasonably request in order to secure, protect, perfect, collect or enforce the Security Interest. Debtor shall, at any time and from time to time, take such steps as Secured Party may reasonably request for Secured Party: (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to Secured Party, of any bailee having possession of any of the Collateral that such bailee holds such Collateral for Secured Party; (ii) to obtain “control”of any investment property, deposit accounts, letter-of-credit rights or 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 beonthe Collateral. 4.5.Title to Collateral.Debtor holds, or will hold at the time Debtor acquires an interest in after acquiredCollateral, 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 superior security interests of the Bank of Elk River(to the extent that Debtor secures financing therefrom on or before the one (1) year anniversary hereof) and (iii) Lender, pursuant to a separate loan facility. 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. 2 488002v1 EL185-45