other contract
rights or rights to the payment of money (including without limitation all
United States Department of Agriculture payments and Commodity Credit
Corporation payments such as payments related to the bioenergy program described
at 7 C.F.R. Part 1424), including without limitation all management contracts,
supply contracts, off-take contracts, all railroad, trucking and other
transportation contracts, and all power contracts, insurance claims and
proceeds, tort claims, and all general intangibles including, without
limitation, all payment intangibles, patents, patent applications, trademarks,
trademark applications, trade names, copyrights, copyright applications,
software, engineering drawings, service marks, customer lists, goodwill, and all
licenses, permits, agreements of any kind or nature pursuant to which Borrower
possesses, uses or has authority to possess or use property (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.
2
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 shall
at any time hold or acquire any notes or tangible chattel paper, Borrower shall
forthwith endorse, assign and deliver the same to Lender, accompanied by