Common use of PERFECTION; FURTHER ASSURANCES Clause in Contracts

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 interest in favor of the Trustee. 14.3 The Authority 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, and 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 or authentication and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 The Authority shall, promptly upon request, provide to the Trustee all information and evidence that the Trustee may reasonably request concerning the Collateral to enable the Trustee to enforce the provisions of this Agreement.

PERFECTION; FURTHER ASSURANCES. 14.1 Each Tribal Party The Issuer agrees that from time to time, at the expense of the AuthorityIssuer, each Tribal Party the Issuer shall promptly execute and deliver all records, instruments and documents, and take all action, that may be reasonably necessary 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 The Issuer 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 EXECUTION VERSION the signature or other authorization of the Authority Issuer 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 The Issuer 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)record. Each Tribal Party The Issuer approves, authorizes and ratifies any required or advisable filing or recording of records made by or on behalf of the Trustee with the Delaware or Mississippi Secretary of State in connection with the perfection of the security interest in favor of the Trustee. 14.3 The Authority Issuer shall pay all filing, registration and recording fees and all refiling, re-registration and re-recording fees (including, but not limited to, attorney fees), and all reasonable expenses incident to the execution and acknowledgment of this Agreement, any assurance, and 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 or authentication and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 The Authority Issuer shall, promptly upon written request, provide to the Trustee all information and evidence that the Trustee it may reasonably request concerning the Collateral to enable the Trustee to enforce the provisions of this Agreement.

PERFECTION; FURTHER ASSURANCES. 14.1 13.1 Each Tribal Party Pledgor agrees that from time to time, at the sole expense of the AuthorityPremier, each Tribal Party Pledgor shall promptly execute and deliver all records, instruments and documents, and take all action, that may be reasonably necessary 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: Pledgor shall (ai) if deliver the Collateral or any Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,000, deliver and pledge part thereof to the Trustee, as the Trustee such note or other instrument duly endorsed without recoursemay reasonably request, and accompanied by such duly executed records of transfer or assignmentassignment as the Trustee may reasonably request, all in form and substance satisfactory to the Trustee; and (bii) execute and deliver to the Trustee file 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 the Trustee may reasonably request, in order to perfect and preserve the assignments and security interests granted or purported to be granted hereby. 14.2 13.2 Each Tribal Party Pledgor 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 such Pledgor, in such form and in such offices as the Trustee reasonably determines to be appropriate appropriate, to perfect or maintain the perfection of the security interest of the Trustee hereunder. Each Tribal Party Pledgor 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)) except as permitted by the Indenture, 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)record. Each Tribal Party approves, authorizes Pledgor approves and ratifies any filing or recording of records made by or on behalf of the Trustee in connection with the perfection of the security interest in favor of the TrusteeTrustee in the Collateral EXECUTION VERSION 13.3 Each Pledgor shall, promptly upon reasonable request, and at the sole cost of Premier, provide to the Trustee all information and evidence it may reasonably request concerning the Collateral to enable the Trustee to enforce the provisions of this Agreement. 14.3 The Authority 13.4 Premier 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 or authentication and acknowledgment of this Agreement, any assurance, and 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 or authentication and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 The Authority shall13.5 Without the prior written consent of the Trustee, promptly upon requestto the extent either Pledgor may do so under applicable law, provide each Pledgor, for itself, its successors and assigns, agrees that it shall not cast any vote as an owner in Premier for so long as the Obligations remain unpaid (i) in favor of the commencement of a voluntary case or other proceeding seeking liquidation, reorganization, rehabilitation or other relief with respect to Premier or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the owners of Premier or any substantial part of Premier's property, (ii) to authorize Premier to consent to any such aforesaid relief or to the appointment of or taking possession by any such aforesaid official in an involuntary case or other proceeding commenced against Premier or (iii) to authorize Premier to make a general assignment for the benefit of creditors. 13.6 Each Pledgor will take all commercially reasonable actions within its power to obtain like title to and the right to pledge any other property at any time hereafter pledged by it to the Trustee as Collateral hereunder, if any. 13.7 Each Pledgor will pay, before any fine, penalty, interest or cost attaches thereto, all information taxes, assessments and evidence other governmental or non-governmental charges or levies (other than those taxes that it is contesting in good faith and by appropriate proceedings, and in respect of which it has established adequate, reserves for such taxes) now or hereafter assessed, levied against the Collateral pledged by it hereunder (or against the Collateral in which such Pledgor has granted to the Trustee may reasonably request concerning a security interest of first priority) or upon the Collateral Liens for taxes and assessments not then delinquent or subject to enable a contest and shall retain copies of, and, upon reasonable prior written request, permit the Trustee or any Noteholder to enforce examine receipts showing payment of any of the provisions of this Agreementforegoing.

PERFECTION; FURTHER ASSURANCES. 14.1 Each Tribal Party 12.1 Owner agrees that from time to time, at the expense of the AuthorityOwner, each Tribal Party Owner shall promptly execute and deliver all records, instruments and documents, and take all action, that may be reasonably necessary necessary, or that the Trustee Administrative 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 the Trustee Administrative Agent 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: Owner shall (a) if any Collateral shall be evidenced by a promissory note or other instrument (other than checks) in excess of $10,0005,000, deliver and pledge to Administrative Agent for the Trustee benefit of the Banks such note or other instrument duly endorsed without recourse, and accompanied by duly executed records instruments of transfer or assignment, all in form and substance satisfactory to the TrusteeAdministrative Agent; and (b) execute and deliver to the Trustee Administrative Agent 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 Administrative Agent 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 12.2 Owner hereby authorizes the Trustee Administrative Agent to file one or more financing or continuation statements statements, and other records with respect amendments thereto, relative 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 Owner where permitted 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 interest in favor of the Trusteelaw. 14.3 The Authority 12.3 Owner 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 assurance, and 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 or authentication and delivery of this Agreement, any agreement supplemental hereto, any financing statements, and any instruments of further assurance. 14.4 The Authority shall, promptly upon request, provide to the Trustee all information and evidence that the Trustee may reasonably request concerning the Collateral to enable the Trustee to enforce the provisions of this Agreement.