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4.2. Organization; Authority. The Grantor is a corporation, duly organized, existing <br /> and in good standing under the laws of the state of its organization and has full <br /> power and authority to enter into this Agreement. The Grantor' state of <br /> organization/residence is Minnesota and its exact legal name is as set forth on the <br /> signature page to this Agreement. The Grantor will not change its state of <br /> organization, form of organization or name without Secured Party's prior written <br /> consent. <br /> 4.3. Perfection of Security Interest. The Grantor will execute and deliver, and <br /> irrevocably appoints Secured Party (which appointment is coupled with an <br /> interest) the Grantor's attorney-in-fact to execute and deliver in the Grantor'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, the Grantor 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; and(ii) 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. The Grantor holds good and marketable title to the Collateral <br /> free of all security interests and encumbrances. The Grantor will keep the <br /> Collateral free of all security interests and encumbrances except for the Security <br /> Interest and the senior liens of the United States Small Business Administration <br /> and the First National Bank of Elk River. The Grantor will defend Secured <br /> Party's rights in the Collateral against the claims and demands of all other <br /> persons. <br /> 4.6. Collateral Location. The Grantor will keep all tangible Collateral at 15725 Jarvis <br /> Street NW, Elk River, Minnesota 55330. <br /> 4.7. Collateral Use. The Grantor must use the Collateral only for business purposes. <br /> The Grantor must not use or keep any Collateral for any unlawful purpose or in <br /> violation of any federal, state or local law, statute or ordinance. <br /> 2 <br /> 491715v1 EL185-46 <br />