(WHETHER TANGIBLE OR INTANGIBLE) OF OTHERS OR OTHERS
POSSESS, USE OR HAVE AUTHORITY TO POSSESS OR USE PROPERTY (WHETHER TANGIBLE OR
INTANGIBLE) OF BORROWER, AND ALL RECORDED DATA OF ANY KIND OR NATURE, REGARDLESS
OF THE MEDIUM OF RECORDING INCLUDING, WITHOUT LIMITATION, ALL SOFTWARE,
WRITINGS, PLANS, SPECIFICATIONS AND SCHEMATICS. LENDER ACKNOWLEDGES THAT THE
ATTACHMENT OF ITS SECURITY INTEREST IN ANY COMMERCIAL TORT CLAIM AS ORIGINAL
COLLATERAL IS SUBJECT TO BORROWER'S COMPLIANCE WITH SECTION 4.07.
3.
AUTHORIZATION TO FILE FINANCING STATEMENTS. BORROWER HEREBY
IRREVOCABLY AUTHORIZES LENDER AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY
UNIFORM COMMERCIAL CODE JURISDICTION ANY INITIAL FINANCING STATEMENTS AND
AMENDMENTS THERETO THAT (A) INDICATE THE COLLATERAL (I) AS ALL ASSETS OF
BORROWER OR WORDS OF SIMILAR EFFECT, REGARDLESS OF WHETHER ANY PARTICULAR ASSET
COMPRISED IN THE COLLATERAL FALLS WITHIN THE SCOPE OF ARTICLE 9 OF THE UNIFORM
COMMERCIAL CODE OF THE STATE OR SUCH JURISDICTION, OR (II) AS BEING OF AN EQUAL
OR LESSER SCOPE OR WITH GREATER DETAIL, AND (B) CONTAIN ANY OTHER INFORMATION
REQUIRED BY ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE OF THE STATE OR ANY OTHER
STATE FOR THE SUFFICIENCY OR FILING OFFICE ACCEPTANCE OF ANY FINANCING STATEMENT
OR AMENDMENT, INCLUDING (I) WHETHER BORROWER IS AN ORGANIZATION, THE TYPE OF
ORGANIZATION AND ANY ORGANIZATION IDENTIFICATION NUMBER ISSUED TO BORROWER AND,
(II) IN THE CASE OF A FINANCING STATEMENT FILED AS A FIXTURE FILING OR
INDICATING COLLATERAL AS AS-EXTRACTED COLLATERAL OR TIMBER TO BE CUT, A
SUFFICIENT DESCRIPTION OF REAL PROPERTY TO WHICH THE COLLATERAL RELATES.
BORROWER AGREES TO FURNISH ANY SUCH INFORMATION TO LENDER PROMPTLY UPON REQUEST.
BORROWER ALSO RATIFIES ITS AUTHORIZATION FOR LENDER TO HAVE FILED IN ANY UNIFORM
COMMERCIAL CODE JURISDICTION ANY LIKE INITIAL FINANCING STATEMENTS OR AMENDMENTS
THERETO IF FILED PRIOR TO THE DATE HEREOF.
4.
OTHER ACTIONS. FURTHER TO INSURE THE ATTACHMENT, PERFECTION AND
FIRST PRIORITY OF, AND THE ABILITY OF LENDER TO ENFORCE, LENDER'S SECURITY
INTEREST IN THE COLLATERAL, BORROWER AGREES, IN EACH CASE AT BORROWER'S OWN
EXPENSE, TO TAKE THE FOLLOWING ACTIONS WITH RESPECT TO THE FOLLOWING COLLATERAL:
4.01
NOTES AND TANGIBLE CHATTEL PAPER. IF BORROWER AT ANY TIME HOLDS OR
ACQUIRES ANY NOTES OR TANGIBLE CHATTEL PAPER, BORROWER WILL FORTHWITH ENDORSE,
ASSIGN AND DELIVER THE SAME TO LENDER, ACCOMPANIED BY SUCH INSTRUMENTS OF
TRANSFER OR ASSIGNMENT DULY EXECUTED IN BLANK AS LENDER MAY FROM TIME TO TIME
SPECIFY.
4.02
DEPOSIT ACCOUNTS. FOR EACH DEPOSIT ACCOUNT THAT BORROWER AT ANY TIME
OPENS OR MAINTAINS, BORROWER WILL, AT LENDER'S REQUEST AND OPTION, PURSUANT TO
AN AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO LENDER, EITHER (A) CAUSE THE
DEPOSITARY BANK TO AGREE TO COMPLY AT ANY TIME WITH INSTRUCTIONS FROM LENDER TO
SUCH DEPOSITARY BANK DIRECTING THE DISPOSITION OF FUNDS FROM TIME TO TIME
CREDITED TO SUCH DEPOSIT ACCOUNT, WITHOUT FURTHER CONSENT OF BORROWER, OR (B)
ARRANGE FOR LENDER TO BECOME THE
2
CUSTOMER OF THE DEPOSITARY BANK WITH RESPECT TO THE DEPOSIT ACCOUNT, WITH
BORROWER BEING PERMITTED, ONLY WITH THE CONSENT OF LENDER,