Further Assurances; Additional Subsidiaries. (a) Each Loan Party agrees that it shall from time to time at the request of the Administrative Agent or the Required Lenders, execute and deliver such documents and do such acts and things as the Administrative Agent or the Required Lenders may reasonably request in order to provide for or perfect or protect such Liens on the Collateral as required by this Section 4. In the event any Loan Party forms or acquires any Subsidiary (other than an Excluded Subsidiary) after the Closing Date, the Loan Parties shall within forty five (45) days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) of such formation or acquisition cause such newly formed or acquired Subsidiary to execute an Additional Guarantor Supplement (or other Guaranty Agreement reasonably satisfactory to the Administrative Agent) and such Collateral Documents as the Administrative Agent may reasonably request to comply with this Section 4, and the Loan Parties shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at the Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith; provided that upon any Subsidiary that is an Excluded Subsidiary no longer constituting an Excluded Subsidiary, such Subsidiary shall be comply with this Section 4.4(a) as if such Subsidiary had been formed or acquired on the date such Subsidiary no longer constitutes an Excluded Subsidiary.
Further Assurances; Additional Subsidiaries. The Borrower agrees that upon the request of the Agent, it shall execute and/or deliver any additional agreements, documents and instruments, and take such further LEGAL_US_E # 171549701.1171549701.5 actions as the Agent may reasonably deem necessary (i) to assure the Agent and/or the Lenders have a first priority perfected lien on the Collateral and (ii) to carry out the provisions and purposes of the Transaction Documents, in each case subject to any exception or exclusion expressly set forth herein (including, for the avoidance of doubt, with respect to Permitted Liens) or in any Security Document. Such agreements, documents or instruments or actions shall be reasonably satisfactory, in form and substance, to the Agent. If any Subsidiary is formed or acquired by the Borrower, the Borrower will take or cause to be taken the following actions as soon as possible but in any case not later than 10 days (or such later date as the Agent may permit in its reasonable discretion) after the date on which such Subsidiary is created or acquired: (x) cause such Subsidiary to (A) execute and deliver to the Agent a joinder agreement and thereby become a “Borrower” hereunder, (B) execute and deliver to the Agent a counterpart to the Security Agreement and thereby become a party thereto as a “Grantor” thereunder and grant to the Agent a first priority Lien on all “Collateral” of such Subsidiary thereunder, (C) take such other action as shall be reasonably necessary to create and perfect valid and enforceable first priority Liens in favor of the Agent on all or substantially all of the assets of such Subsidiary consistent with the provisions of this Agreement and the other Transaction Documents and (D) deliver proof of corporate action, incumbency of officers and other documents and opinions as is substantially consistent with those delivered by the Borrower pursuant to Section 3(a) as of the Closing Date and (y) execute and deliver to the Agent such Control Agreement, such pledge agreements or such addenda or amendments to the Security Agreement and take such other actions (including delivering the certificates representing such shares of stock or other equity interests to the Agent) as shall be reasonably necessary to create and perfect valid and enforceable first priority Liens in favor of the Agent on all of the issued and outstanding stock or other equity interests of Subsidiary, all of the foregoing to be in form and substance reasonably satisfactory to the Agent.
Further Assurances; Additional Subsidiaries. (a) The Borrower will use its commercially reasonable efforts to, and will use its commercially reasonable efforts to cause each other Credit Party that is a Guarantor (without, in either event, assurance of success) to, cause all amounts owing under the Loans and all obligations under the related Guaranty to be secured as promptly as practicable after the Amendment No. 1 Effective Date (including, without limitation, by obtaining all necessary approvals of Mississippi state regulatory authorities) by (x) a first priority perfected security interest in all stock, other equity interests and promissory notes owned by the Borrower and Guarantors, provided that not more than 65% of the total outstanding voting stock of any non-U.S. subsidiary of the Borrower shall be required to be pledged, (y) a first priority perfected security interest in all other tangible and intangible assets (including, without limitation, receivables, contract rights, securities, patents, trademarks, other intellectual property, inventory, equipment, material owned real estate, but excluding cash and deposit accounts, leaseholds, vehicles, any property subject to a valid restriction on assignment or the grant of which would result in the forfeiture of any rights of the Borrower or the Guarantors therein and any other property for which the cost of obtaining a valid and perfected security interest is disproportionate to the value of such collateral) owned by Borrower and the Guarantors, subject in each case to exceptions to be mutually agreed and otherwise reasonably satisfactory to the Administrative Agent and subject as to priority to customary permitted liens and (z) the Borrower will, and will cause the Guarantors to, deliver to the Administrative Agent such opinions of counsel as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, neither the Borrower nor any Guarantor shall be required to enter into any control agreements or take any other action to perfect a security interest other than the filing of appropriate UCC financing statements and the delivery of certificated securities and instruments included in the collateral;
Further Assurances; Additional Subsidiaries. (i) The Borrower agrees that upon the request of the Agent, it shall execute and/or deliver any additional agreements, documents and instruments, and take such further actions as the Agent may reasonably deem necessary (i) to assure the Agent and/or the Lenders have a first priority perfected lien on the Collateral and (ii) to carry out the provisions and purposes of the Transaction Documents, in each case subject to any exception or exclusion expressly set forth herein (including, for the avoidance of doubt, with respect to Permitted Liens) or in any Security Document. Such agreements, documents or instruments or actions shall be reasonably satisfactory, in form and substance, to the Agent.
