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. (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. Borrower will give Lender at least 30 days' prior written notice of any change in Borrower's name, state of organization or organizational identification number, any change in the location of Borrower's principal place of business or chief executive office, any change in the locations of Borrower's Inventory or Equipment and any acquisition by Borrower of any interest in real property. Borrower will, at Borrower's expense, promptly execute and deliver from time to time at Lender'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 Lender's security interest in Borrower's property or, at Lender's request, to create and perfect a Lien on newly acquired real property. Borrower will use all reasonable efforts to obtain from any landlord, warehouseman, or other third party operator of premises on which any Collateral is located an acceptable Lien waiver or subordination agreement in Lender's favor with respect to such Collateral. All Collateral is and will continue to be, except as expressly consented to by Lender, 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, Borrower shall, immediately upon written request therefor from Lender (but subject to the rights of Oak Street under the Oak Street Intercreditor Agreement), endorse and assign such Negotiable Collateral over to Lender and deliver actual physical possession of the Negotiable Collateral to Lender. Borrower shall at any time and from time to time take such steps as Lender may request for Lender (i) to obtain an acknowledgment, in form and substance satisfactory to Lender, of any bailee having possession of any of the Collateral that such bailee holds such Collateral for Lender, (ii) to obtain "control" of any investment property, deposit accounts, letter-of-credit rights or electronic chattel paper in accordance with Article 9 of the UCC, with any agreements establishing control to be in form and substance satisfactory to Lender, and (iii) otherwise to insure the continued perfection and priority of Lender's security interest in any of the Collateral and of the preservation of its...
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. (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.
PERFECTION; FURTHER ASSURANCES. 12.1 Borrower agrees that from time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all instruments and documents, and take all action, that may be reasonably necessary, or that 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 Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Borrower shall (i) if any Collateral shall be evidenced by a promissory note or other instrument in excess of $5,000, deliver and pledge to Administrative Agent for the benefit of the Banks such note duly endorsed without recourse, and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Administrative Agent; and (ii) execute and deliver to Administrative Agent such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or desirable or as Administrative 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. 609 (a) The Master Xxxxxx agrees to comply with all applicable laws and requirements in 610 order to grant to the Secured Party a valid, perfected first Lien on the Collateral. At any time and 611 from time to time, the Master Xxxxxx, on request of the Secured Party, will give, authorize, 612 execute, authenticate, file and/or record any notice, financing statement, financing statement 613 amendment, instrument, document or agreement that the Secured Party may consider necessary 614 or desirable to create, preserve, continue, perfect or validate any security interest or other Lien 615 granted under this Agreement or which the Secured Party may consider necessary or desirable to 616 exercise or enforce its rights under this Agreement. Master Tenant shall, at its expense, provide 617 Secured Party upon its request (and in any event, within forty-five (45) days of the date hereof) 618 with one or more UCC search reports with respect to each office in which a UCC filing may be 619 required in order for Secured Party to validly perfect its security interest in any or all Collateral, 620 confirming that a UCC financing statement has been filed in such office in favor of Secured 621 Party and that there are no other UCC financing statements in effect with respect to any of the 622 Collateral except those in favor of Secured Party and Permitted Liens. The Master Tenant shall 623 pay all filing costs, and all costs and expenses of any record searches for financing statements. 624 Without limiting the generality of the foregoing, the Secured Party is authorized to file with 625 respect to the Collateral one or more financing statements, amendments to financing statements, 626 or other documents without the signature of the Master Tenant and to name therein the Master 627 Tenant as debtor and the Secured Party and/or HUD as secured parties; and correct or complete, 628 or cause to be corrected or completed, any financing statements or other such documents as have 629 been filed naming the Master Tenant as debtor and the Secured Party and/or HUD, as their 630 interests may appear, as secured parties. Master Tenant hereby authenticates such filings. 631 (b) The Master Tenant hereby appoints the Secured Party as its attorney-in-fact and 632 authorizes the Secured Party, acting alone on behalf of the Master Xxxxxx, to execute, 633 acknowledge, deliver, file and/or record any and all documents requiring execution by the 634 Master Tenant and necessary or desirable to effe...
PERFECTION; FURTHER ASSURANCES. (a) Assignor agrees that from time to time, Assignor will promptly execute and deliver all instruments and documents, and take all action, that may be reasonably necessary or that the 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 Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Assignor will execute and file such financing or continuation statements, or amendments thereto, and such other instruments, endorsements or notices, as may be reasonably necessary or as the 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. 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.
PERFECTION; FURTHER ASSURANCES. 13 14. Place of Business; Location of Records....................................14 15. Continuing Assignment and Security Interest; Transfer of Notes............14 16.
