Filing; Further Assurances. (A) The Debtor will, at its expense, execute, deliver, file and record (in such manner and form as the Secured Party may require), or permit the Secured Party to file and record, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionally, the Debtor hereby appoints the Secured Party as Debtor's attorney-in-fact, coupled with an interest, to execute in the name and behalf of Debtor such additional financing statements and related paper, if any, as the Secured Party may require.
(B) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify the Secured Party of the same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in such Collateral and instructs such person to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructions.
Filing; Further Assurances. Debtor will, at its expense, execute, deliver, file and record (in such manner and form as Secured Party may reasonably require), or permit Secured Party to file and record, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that Secured Party may reasonably request, in order to create, preserve, perfect or validate any Security Interest or to enable Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral. Debtor hereby irrevocably appoints Secured Party as Debtor's attorney-in-fact to execute in the name and behalf of Debtor such additional financing statements as Secured Party may reasonably request.
Filing; Further Assurances. (a) Promptly following the execution and delivery of this Pledge Agreement, the Pledgor shall deliver to the Trustee acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Closing Date in accordance with the NYUCC, covering the categories of Collateral described in this Pledge Agreement.
(b) The Pledgor agrees that from time to time, at the expense of the Pledgor, the Pledgor will, promptly as necessary or as requested by the Collateral Agent (which request the Collateral Agent may submit at the direction of the Holders of a majority in principal amount at maturity of the Notes then outstanding), execute and deliver or cause to be executed and delivered, or use its reasonable best efforts to procure, all assignments, instruments and other documents deliver any instruments to the Collateral Agent and take any other actions that may be necessary to perfect, continue the perfection of, or protect the first priority of the Secured Parties' security interest in and to the Collateral, including the filing of all necessary financing and continuation statements, to protect the Collateral against the rights, claims, or interests of third persons (other than any such rights, claims or interests created by or arising through the Collateral Agent) or to effect the purposes of this Pledge Agreement.
(c) The Pledgor hereby authorizes the Collateral Agent to file any financing or continuation statements in the United States with respect to the Collateral without the signature of the Pledgor (to the extent permitted by applicable law); provided, however, that the Collateral Agent shall have no duty or obligation to perform any of the foregoing actions. A photocopy or other reproduction of this Pledge Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.
(d) The Pledgor will pay all costs incurred in connection with this Pledge Agreement within 30 days of receipt of an invoice therefor.
(e) The Pledgor agrees, whether or not requested by the Collateral Agent, to use its best efforts to perfect or continue the perfection of, or to protect the first priority of, the Secured Parties' security interest in the Collateral, and to protect the Collateral against the rights, claims or interests of third persons (other than any such rights, claims or interests created by or arising through the Collateral Agent).
Filing; Further Assurances. (A) HIG agrees that it will, at its expense and in such manner and form as the Agent may require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be necessary or desirable, or that the Agent may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Agent to exercise and enforce its rights hereunder with respect to any of the Collateral. To the extent permitted by applicable law, HIG hereby authorizes the Agent to execute and file, in the name of HIG or otherwise, UCC financing statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) which the Agent in its sole discretion may deem necessary or appropriate to further perfect the Security Interests.
(B) Except upon 30 days' prior notice and, if requested by the Agent, the delivery to the Agent of an opinion of counsel satisfactory to the Agent that such action shall not have a material adverse effect on the Security Interests and the Agent's rights hereunder, HIG agrees that it will not change (i) its name, identity or legal structure in any manner or (ii) the location of its chief executive office.
Filing; Further Assurances. The Debtors will, at their expense, execute, deliver, file and record (in such manner and form as the Secured Party may require), or permit the Secured Party to execute, authenticate, file and record, with or without any signature and by electronic means, any financing statements, continuation statement or amendments thereto, any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including, without limitation, any filing which further describes for identification any commercial tort claim which may come into existence in the future. The Debtors hereby appoint the Secured Party as the Debtors’ attorney-in-fact to execute, if necessary, and to file in the name and behalf of the Debtors such financing statements, continuation statement or amendments as such Secured Party may request.
Filing; Further Assurances. (A) The Pledgor agrees that it will, at its expense and in such manner and form as the Company may require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be necessary in order to create, preserve, perfect or validate any Security Interest or to enable the Company to exercise and enforce its rights hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the Pledgor hereby authorizes the Company to execute and file, in the name of the Pledgor or otherwise, Uniform Commercial Code financing statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) which the Company in its sole discretion may deem necessary to further perfect the Security Interests.
(B) The Pledgor agrees that Pledgor will not change (i) Pledgor's name or (ii) the location of Pledgor's primary residence or principal place of business unless Pledgor shall have given the Company not less than 30 days' prior notice thereof.
Filing; Further Assurances. The Debtor will, at its expense, execute, deliver, file and record (in such manner and form as the Secured Party shall require), or permit the Secured Party to file and record, (a) all financing statements, (b) all carbon, photographic or other reproductions of financing statements or this Agreement (which shall be sufficient as a financing statement hereunder), (c) all endorsements to title to any vehicles or other Collateral as may be required in order to perfect the Security Interests therein, and (d) all specific assignments or other papers that may be necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral. The Debtor hereby appoints the Secured Party as the Debtor's attorney-in-fact to execute and file, in the name and on behalf of the Debtor, such additional financing statements as the Secured Party may request. In addition, in the event and to the extent that any of Collateral consists of or is represented by instruments or other evidences of ownership such as would require physical possession of same in order to perfect the Security Interests therein, the Debtor will promptly, at its expense, deliver same to the Secured Party, with any necessary endorsements thereon.
Filing; Further Assurances. (a) The Debtor will, at its expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as each of the Secured Parties may require), or permit each of the Secured Parties to file and record, as its attorney in fact, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Parties may request, in order to create, preserve, perfect or validate any Security Interest or to enable each of the Secured Parties to exercise and enforce its rights hereunder with respect to any of the Collateral. The Debtor hereby appoints each Secured Party as Debtor's attorney-in-fact to execute in the name and behalf of Debtor such additional financing statements as such Secured Party may request.
(b) Each Secured Party has designated an Agent as provided in the Section titled "Agent" below. Among other things, such Agent shall be agent of each such Secured Party for execution of and identification on any financing statement or similar instrument referring to or describing the Collateral.
(c) The Agent is authorized to execute and file any and all financing statements desired to be filed by the relevant Secured Party to reflect the security interest in the Collateral in any and all jurisdictions. For such purposes, the Debtor irrevocably appoints the Agent (acting by Xxxxxx X. Xxxxxxx or Xxxxxx Xxxxxxxx, or either one of them), with full power of substitution to execute and file such financing statements naming the Debtor as debtor thereon.
Filing; Further Assurances. (a) Guarantor will, at its expense, execute, deliver, file and record (in such manner and form as Kreos may reasonably require), or permit Kreos to file and record, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Agreement (which the parties agree shall be sufficient as a financing statement hereunder), any specific assignments or any other paper that may be reasonably necessary or desirable, or that Kreos may reasonably request, in order to create, confirm, preserve, perfect or validate any Security Interest or to enable Kreos to exercise and enforce its rights and remedies hereunder or under applicable law with respect to any of the Collateral. Guarantor hereby authorizes Kreos to prepare and file such financing statements and/or other instruments or recordings as Kreos may at any time reasonably request or require with respect to the Collateral and the Security Interests, including such financing statements as indicate or describe the Collateral, as defined herein, and Guarantor hereby ratifies all such financing statements filed by Kreos prior to the date hereof.
Filing; Further Assurances. (a) The Pledgor agrees that it will, in such manner and form as the Collateral Agent may require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that the Collateral Agent reasonably may determine to be necessary or desirable in order to create, preserve, perfect or validate any Security Interest or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to any of the Collateral. Without limiting the generality of the foregoing, whenever any person other than the Subsidiary shall become a subsidiary of the Pledgor, such subsidiary shall automatically become an Issuer and the Pledgor shall, if requested by the Collateral Agent, promptly deliver to the Collateral Agent an opinion of counsel to the Pledgor covering such matters relating to the validity, perfection and priority of the Security Interests in the Pledged Securities of such Issuer as the Collateral Agent shall reasonably request.
(b) The Pledgor agrees that it shall notify the Collateral Agent in writing at least twenty (20) days prior to any change of name of the Pledgor.
