PERFECTION; FURTHER ASSURANCES Sample Clauses

PERFECTION; FURTHER ASSURANCES. The Master Xxxxxx agrees to comply with all applicable laws and requirements in order to grant to the Secured Party a valid, perfected second Lien on the Collateral. At any time and from time to time, the Master Tenant, on request of the Secured Party, will give, authorize, execute, authenticate, file and/or record any notice, financing statement, financing statement amendment, instrument, document or agreement that the Secured Party may consider necessary or desirable to create, preserve, continue, perfect or validate any security interest or other Lien granted under this Agreement or which the Secured Party may consider necessary or desirable to exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) with one or more UCC search reports with respect to each office in which a UCC filing may be required in order for Secured Party to validly perfect its security interest in any or all Collateral, confirming that a UCC financing statement has been filed in such office in favor of Secured Party and that there are no other UCC financing statements in effect with respect to any of the Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall pay all filing costs, and all costs and expenses of any record searches for financing statements. Without limiting the generality of the foregoing, the Secured Party is authorized to file with respect to the Collateral one or more financing statements, amendments to financing statements, or other documents without the signature of the Master Tenant and to name therein the Master Tenant as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, or cause to be corrected or completed, any financing statements or other such documents as have been filed naming the Master Tenant as debtor and the Secured Party and/or HUD, as their interests may appear, as secured parties. Master Tenant hereby authenticates such filings. The Master Tenant hereby appoints the Secured Party as its attorney-in-fact and authorizes the Secured Party, acting alone on behalf of the Master Tenant, to execute, acknowledge, deliver, file and/or record any and all documents requiring execution by the Master Tenant and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or the obligations or covenants of the Master Tenant un...

PERFECTION; FURTHER ASSURANCES. No Borrower shall change its name, state of organization, type of organization or organizational identification number without providing at least 20 days’ prior written notice to Agent. Borrowers’ Agent will give Agent at least 20 days’ prior written notice (unless otherwise agreed to by Agent in its sole discretion), of any change in the location of a Borrower’s principal place of business or chief executive office, any change in the locations of a Borrower’s Inventory or Equipment and any acquisition by a Borrower of any interest in real property. Borrowers will, at Borrowers’ expense, promptly execute and deliver from time to time at Agent’s request and pay the costs of filing such additional financing statements, mortgages, or other evidences of Liens as may be necessary or desirable to perfect or continue perfection of Agent’s security interest in Borrowers’ property or, at Agent’s request, to create and perfect a Lien on newly acquired real property. Borrowers will use all reasonable efforts to obtain from any landlord, warehouseman, processor or other third party operator of premises on which any Collateral is located an acceptable Lien waiver or subordination agreement in Agent’s favor with respect to such Collateral. All Collateral is and will continue to be, except as expressly consented to by Agent, personal property and will not, by reason of attachment or connection to any realty, either become or be deemed to be a fixture or appurtenance to such realty and will at all times be readily removable without material damage to any realty. In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral, Borrowers shall, immediately upon written request therefor from Agent, endorse and assign such Negotiable Collateral over to Agent and deliver actual physical possession of the Negotiable Collateral to Agent. Borrowers shall at any time and from time to time take such steps as Agent may request for Agent (i) to obtain an acknowledgment, in form and substance satisfactory to Agent, of any bailee having possession of any of the Collateral that such bailee holds such Collateral for Agent, (ii) to obtain “control” of any investment property, deposit accounts, letter-of-credit rights and chattel paper (including electronic chattel paper) in accordance with Article 9 of the UCC, with any agreements establishing control to be in form and substance satisfactory to Agent, (iii) to have Agent’s Lien noted on each cert...

PERFECTION; FURTHER ASSURANCES. (a) Take all action that may be reasonably necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to (and in each case without otherwise affecting Agent’s ability to implement a reserve against the Formula Amount during the pendency of such action), (i) promptly discharging all Liens other than Permitted Encumbrances, (ii) subject to any express exclusion or limitations in this Agreement or any Other Document, promptly (but in any event on the Closing Date or within 30 days after the receipt thereof if after the Closing Date and notify Agent of the receipt thereof if after the Closing Date within such 30-day period) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all certificates, agreements or instruments representing or evidencing Subsidiary Stock and chattel paper, instruments, letters of credit and advices thereof and documents evidencing or forming a part of the Collateral, (iii) entering into lockbox, blocked account or other such arrangements as required under Section 4.14(g) or any other applicable provision of this Agreement or any Other Document, (iv) subject to any express exclusion or limitations in this Agreement or any Other Document, executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments (including filings with the United States Patent and Trademark Office and United States Copyright Office), in each case in form and substance satisfactory to Agent in its Permitted Discretion, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest in and Lien on assets of the Credit Parties under the Uniform Commercial Code, the PPSA or other Applicable Law, (v) providing Mortgages, title policies, opinions of counsel, environmental reports and Environmental Indemnity Agreements (in each case, consistent with the requirements for the Mortgages delivered as of the Closing Date) with respect to all (A) Leasehold Interests containing Sand Reserves that are included in the Formula Amount and (B) Real Property owned in fee having a fair market value in exce...

PERFECTION; FURTHER ASSURANCES. 14.1 The Authority agrees that from time to time, at the expense of the Authority, the Authority shall promptly execute and deliver all records, instruments and documents, and take all action, that may be reasonably necessary, or that the Trustee may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby or to enable the Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Authority shall (a) if any Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,000, deliver and pledge to the Trustee such note duly endorsed without recourse, and accompanied by duly executed records of transfer or assignment, all in form and substance satisfactory to the Trustee; and (b) execute and deliver to the Trustee such financing or continuation statements, or amendments thereto, and such other records, instruments, documents, endorsements or notices, as may be reasonably necessary or desirable or as Trustee may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. 14.2 The Authority hereby authorizes the Trustee to file one or more financing or continuation statements and other records with respect to all or any part of the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Authority in such form and in such offices as the Trustee reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Trustee hereunder. The Authority acknowledges and agrees that it is not authorized to, and will not, authenticate or file, or authorize the filing of, any financing statements or other record with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval and authorization by the Trustee, consenting to the form and substance of such filing or record. The Authority approves, authorizes and ratifies any filing or recording of records made by or on behalf of Trustee in connection with the perfection of the security interest in favor of the Trustee. 14.3 The Authority shall pay all filing, registration and recording fees and all refiling, re-registration a...

PERFECTION; FURTHER ASSURANCES. (a) Each Pledgor agrees that from time to time, it will promptly execute and deliver all instruments and documents as required by Section 3(a) hereof. Without limiting the generality of the foregoing, each Pledgor will (i) deliver the Collateral or any part thereof to Collateral Agent, as Collateral Agent may request, accompanied by such duly executed instruments of transfer or assignment as Collateral Agent may request, and (ii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. (b) Each Pledgor shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Agreement, any instruments of further assurance, and (except as otherwise provided in the Indenture) all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. (c) Each Pledgor shall give Collateral Agent at least forty-five (45) days prior written notice before it changes the location of its place of business and chief executive office and shall at the expense of Borrower execute and deliver such instruments and documents as may be required by Collateral Agent to maintain a prior perfected security interest in the Collateral.

PERFECTION; FURTHER ASSURANCES. Place of Business; Location of Records....................................

PERFECTION; FURTHER ASSURANCES. The Company agrees that from time to time it shall promptly execute and deliver all instruments and documents, and take all actions, that may be reasonably necessary, or that Collateral Agent may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Accounts, all financial assets held therein or credited thereto and all proceeds thereof. Without limiting the generality of the foregoing, the Company hereby authorizes the filing of such financing or continuation statements, or amendments thereto, and shall execute or deliver such other instruments, endorsements or notices, as may be reasonably necessary or desirable or as Collateral Agent may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby.

PERFECTION; FURTHER ASSURANCES. Operator agrees to comply with 536 all applicable laws and requirements in order to grant to Lender a valid, perfected second lien on 537 the Collateral except to the extent expressly permitted pursuant to Section 20 hereof. At any 538 time and from time to time, Operator, on request of Xxxxxx, shall give, authorize, execute, 539 authenticate, file and/or record any notice, financing statement, financing statement amendment, 540 instrument, document or agreement that Lender may consider necessary or desirable to create, 541 preserve, continue, perfect or validate any security interest or other Lien granted under this 542 Agreement or which Lender may consider necessary or desirable to exercise or enforce its rights 543 under this Agreement. Operator shall, at its expense, provide Lender upon its request (and in any 544 event, within forty-five (45) days of the date hereof) with one or more UCC search reports with 545 respect to each office in which a UCC filing may be required in order for Lender to validly 546 perfect its security interest in any or all of the Collateral, confirming that a UCC financing 547 statement has been filed in such office in favor of Xxxxxx and that there are no other UCC 548 financing statements in effect with respect to any of the Collateral except those in favor of 549 Lender and the Permitted Liens. Operator shall pay all filing costs, and all costs and expenses of 550 any record searches for financing statements. Without limiting the generality of the foregoing, 551 Lender is authorized to file with respect to the Collateral, and Operator hereby authenticates such 552 filings, subject to any restrictions in applicable law with respect to the Healthcare Assets, one or 553 more financing statements, financing statement amendments or other documents without the 554 signature of Operator and to name therein Operator as debtor and Xxxxxx and/or HUD as secured 555 parties; and correct or complete, or cause to be corrected or completed, any financing statements 556 or other such documents as have been filed naming Operator as debtor and Lender and/or HUD, 557 as their interests may appear, as secured parties. Operator hereby appoints Lender as its 558 attorney-in-fact and authorizes Xxxxxx, acting alone on behalf of Operator, to execute, 559 acknowledge, deliver, file and/or record any and all documents requiring execution by Operator 560 and necessary or desirable to effectuate or facilitate the purposes of this Agreement and/or th...

PERFECTION; FURTHER ASSURANCES. 14.1 Each Tribal Party agrees that from time to time, at the expense of the Authority, each Tribal Party shall promptly execute and deliver all records, instruments and documents, and take all action, that may be reasonably necessary or that the Trustee may reasonably request, in order to perfect and protect the assignment and security interest granted or intended to be granted hereby or to enable the Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Tribal Party shall: (a) if any Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,000, deliver and pledge to the Trustee such note or other instrument duly endorsed without recourse, and accompanied by duly executed records of transfer or assignment, all in form and substance satisfactory to the Trustee; and (b) execute and deliver to the Trustee such financing or continuation statements, or amendments thereto, and such other records, instruments, documents, endorsements or notices, as may be reasonably necessary or desirable or as Trustee may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. 14.2 Each Tribal Party hereby authorizes the Trustee to file one or more financing or continuation statements and other records with respect to all or any part of the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Authority in such form and in such offices as the Trustee reasonably determines to be appropriate to perfect or maintain the perfection of the security interest of the Trustee hereunder. Each Tribal Party acknowledges and agrees that it is not authorized to, and will not, authenticate or file, or authorize the filing of, any financing statements or other record with respect to the Collateral (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval and authorization by the Trustee, consenting to the form and substance of such filing or record (subject, however, to the provisions of Sections 9509(d)(2) and 9513(c) (1) of the UCC). Each Tribal Party approves, authorizes and ratifies any filing or recording of records made by or on behalf of Trustee in connection with the perfection of the security inte...

PERFECTION; FURTHER ASSURANCES. Client agrees to comply with all appropriate laws in order to perfect Factor’s security interest in and to the Collateral and to execute such documents as Factor may require from time to time. Client authorizes Factor to file at such times and places as Factor may designate such financing statements, continuations and amendments thereto as are necessary or desirable to perfect Factor’s rights in and give notice of Factor’s purchase of the Accounts under the Uniform Commercial Code in effect in any applicable jurisdiction and Factor’s security interest in the Collateral. Factor may at any time and from time to time file financing statements, continuation statements and amendments thereto that describe the Collateral as “all assets” of Client or words of similar effect and which contain any other information required by Part 5 of Article 9 of the applicable UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether Client is an organization, the type of organization and any organization identification number issued to Client. Client agrees to furnish any such information to Factor promptly upon request. Any such financing statements, continuation statements or amendments may be signed by Factor on behalf of Client or filed by Factor without the signature of Client and may be filed at any time in any jurisdiction. Client acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement naming Client as the debtor and Factor as the secured party without the prior written consent of Factor, and Client agrees that it shall not do so without the prior written consent of Factor. Client hereby ratifies any UCC financing statements previously filed by Factor.