5.1. EDSR 07-16-2018 - Laserfiche WebLink

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2 529330v2 EL185-56 4.2. Organization; Authority. The Grantor is a corporation, duly organized, existing and in good standing under the laws of the state of its organization and has full power and authority to enter into this Agreement. The Grantor’s state of organization/residence is Minnesota and its exact legal name is as set forth on the signature page to this Agreement. The Grantor 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. The Grantor will execute and deliver, and irrevocably appoints Secured Party (which appointment is coupled with an interest) the Grantor’s attorney-in-fact to execute and deliver in the Grantor’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, the Grantor 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; and (ii) otherwise to ensure 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 be on the Collateral. 4.5. Title to Collateral. The Grantor holds good and marketable title to the Collateral free of all security interests and encumbrances. The Grantor will keep the Collateral free of all security interests and encumbrances except for the Security Interest and the senior lien of Machinery Finance Resources, LLC relating to the Okuma Genos M560V Machining Center described in Exhibit A. The Grantor will defend Secured Party’s rights in the Collateral against the claims and demands of all other persons. 4.6. Collateral Location. The Grantor will keep all tangible Collateral at 13422 Business Center Drive, Elk River, Minnesota 55330. 4.7. Collateral Use. The Grantor must use the Collateral only for business purposes. The Grantor must not use or keep any Collateral for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance.