Common use of Filing; Further Assurances Clause in Contracts

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) Promptly following Concurrently with the execution and delivery of this Pledge Escrow Agreement, the Pledgor shall deliver is delivering 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 NYUCCUniform Commercial Code as in effect in the State of New York and the State of Oklahoma, covering the categories of Collateral described in this Pledge Escrow 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 upon request by the Collateral Agent Trustee (which request the Collateral Agent Trustee may submit at the direction of the Holders 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 documents, all in form and substance satisfactory to the Trustee, deliver any instruments to the Collateral Agent Trustee and take any other actions that may be necessary or, in the opinion of the Trustee, desirable to perfect, continue the perfection of, or protect the first priority of the Secured Parties' Trustee's 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 AgentTrustee) or to effect the purposes of this Pledge Escrow Agreement. (c) The Pledgor hereby authorizes the Collateral Agent Trustee 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 Escrow 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 promptly pay all costs incurred in connection with this Pledge Escrow Agreement within 30 45 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) Promptly Subject to the Remedies Limitations, the Chargor agrees that it will, at its expense and in such manner and form as the Second Priority Collateral Trustees may reasonably require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be necessary or that the Second Priority Collateral Trustees may reasonably request and that is within the power of the Chargor, consistent with its currently existing contractual and other legal obligations, in order to create, preserve, perfect or validate the Security Interest or to enable the Second Priority Collateral Trustees to exercise and enforce their rights hereunder with respect to any of the Collateral; and notwithstanding the generality of such provisions, the Chargor covenants that immediately following the execution and delivery of this Pledge Agreement, the Pledgor Second Priority Charge it shall deliver to the Trustee acknowledgment copies Second Priority Collateral Trustees a copy of the Chargor’s complete register of mortgages, charges and other encumbrances as maintained at its registered office, certified as a true copy by the registered agent of the Chargor in the British Virgin Islands containing particulars of the security created hereunder and shall procure that a further copy of the same is submitted for registration with the Registrar of Companies in the British Virgin Islands. Subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees may, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, in their sole discretion, cause any or stamped receipt all of the Second Priority Charged Shares to be transferred of record into the name of the Second Priority Collateral Trustees or their nominee. The Chargor will promptly give to the Second Priority Collateral Trustees copies of proper financing statements, duly filed on any notices 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 other communications received 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 it with respect to the Collateral without Second Priority Charged Shares registered in the signature name of the Pledgor (Chargor and the Second Priority Collateral Trustees will promptly give the Chargor copies of any notices and communications received by the Second Priority Collateral Trustees with respect to the extent permitted by applicable law); provided, however, that Chargor registered in the Collateral Agent shall have no duty or obligation to perform any name of the foregoing actions. A photocopy Second Priority Collateral Trustees 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 lawtheir nominee. (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) Promptly following As soon as practicable after the execution and delivery of this Pledge AgreementEffective Date, the Pledgor WellCare shall deliver to the Trustee Escrow Agent acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before after the Closing Effective Date in accordance with the NYUCCUniform Commercial Code as in effect in the State of New York, covering the categories of Collateral described in this Pledge Agreement. (b) The Pledgor WellCare agrees that from time to time, at the sole cost and expense of the PledgorWellCare, the Pledgor willWellCare shall, promptly as necessary or as requested upon request by the Collateral Agent (which request the Collateral Agent may submit at the direction Escrow Agent, HANYS, NORMET and/or MSSNY, on behalf of the Holders of a majority in principal amount at maturity of the Notes then outstanding)Secured Parties, execute and deliver or cause to be executed and delivered, or use its reasonable best efforts to procure, all assignments, instruments and other documents documents, all in form and substance satisfactory to the Escrow Agent, HANYS, NORMET and/or MSSNY, as the case may be, deliver any instruments to the Collateral Agent Escrow Agent, HANYS, NORMET and/or MSSNY, as the case may be, and take any other actions that may be necessary or, in the opinion of the Escrow Agent, HANYS, NORMET and/or MSSNY, as the case may be, desirable to perfect, continue the perfection of, of or protect the first priority of the Secured Parties' Escrow Agent's 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 Escrow Agent) or to effect the purposes of this Pledge Agreement. (c) The Pledgor WellCare, GWT, as counsel to HANYS and NORMET, on behalf of the Hospitals, and MSSNY, on behalf of the Providers, hereby authorizes authorize the Collateral Escrow Agent to file any financing or continuation statements in the United States with respect to the Collateral without the signature of the Pledgor WellCare (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 Notwithstanding any provision herein to the contrary all costs incurred by the Escrow Agent in connection with this Pledge Agreement within 30 days shall be paid by WellCare, provided, however, that WellCare shall be entitled to be reimbursed for the payment of receipt such costs from the dividends and interests earned on the Collateral Account in accordance with the payment instructions set forth in Schedule "E" annexed hereto. At the request of WellCare, GWT, HANYS, NORMET and/or MSSNY, the Escrow Agent shall provide an invoice therefor. (e) The Pledgor agrees, whether or not requested to each such party detailing all such costs charged to the Collateral Account. A schedule of fees to be charged by the Collateral Agent, to use Escrow Agent for its best efforts to perfect or continue the perfection of, or to protect the first priority of, the Secured Parties' security interest services hereunder is set forth 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)Schedule "F" annexed hereto.

Filing; Further Assurances. (a) Promptly following Concurrently with the execution and delivery of this Pledge Agreement, the Pledgor shall deliver is delivering 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 NYUCCUniform Commercial Code as in effect in the State of New York and the State of Oklahoma, 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 upon request by the Collateral Agent Trustee (which request the Collateral Agent Trustee may submit at the direction of the Holders 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 documents, all in form and substance satisfactory to the Trustee, deliver any instruments to the Collateral Agent Trustee and take any other actions that may be necessary or, in the opinion of the Trustee, desirable to perfect, continue the perfection of, or protect the first priority of the Secured Parties' Trustee's 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 AgentTrustee) or to effect the purposes of this Pledge Agreement. (c) The Pledgor hereby authorizes the Collateral Agent Trustee 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 promptly pay all costs incurred in connection with this Pledge Agreement within 30 45 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) Promptly Concurrently with or promptly following the execution and delivery of this Pledge Agreement, the Pledgor shall deliver to the Trustee and the Collateral Agent acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Closing Date in accordance with the NYUCCUCC, 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 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 status of the Secured Parties' ’ security interest in and to the Collateral, including the filing of all necessary financing and continuation statementsstatements and amendments thereto, 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 describing the signature Collateral as described in this Pledge Agreement or containing a description of the Pledgor (Collateral that describes such property in any other manner as the Collateral Agent may determine is necessary or advisable to ensure the perfection of the security interest in the Collateral granted to the extent permitted by applicable law)Collateral Agent; 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 commercially reasonable 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).