Additional Subsidiaries; Additional Collateral Clause Samples
Additional Subsidiaries; Additional Collateral. (a) With respect to any Domestic Subsidiary created after the Closing Date by the Borrower or if Napco Gulf Security Group, LLC ceases to be an Inactive Subsidiary, promptly cause such Subsidiary to (i) execute a Guarantee Agreement substantially in the form of Exhibit B-1 and a Security Agreement substantially in the form of Exhibit B-2 (in each case with such charges acceptable to Administrative Agent in its sole discretion), (ii) deliver to the Administrative Agent the certificates representing the Capital Stock of such Subsidiary, together with undated stock powers, executed in blank, (iii) take all required actions to perfect the security interests created by such Security Agreement in the assets of such Subsidiary and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the preceding matters, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) With respect to each direct Foreign Subsidiary of the Borrower or of any Domestic Subsidiary formed after the Closing Date or a Foreign Subsidiary that otherwise becomes a direct Foreign Subsidiary after the Closing Date, promptly after the formation thereof or such other Foreign Subsidiary becoming a direct Foreign Subsidiary, execute and deliver and cause each such Foreign Subsidiary to execute and deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, such documents and instruments (including, without limitation, pledge agreements) and take such action (including, without limitation, the delivery of stock certificates and instruments) as the Administrative Agent may reasonably request in order to grant to the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for the Obligations, a first priority perfected security interest in 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of, or equivalent ownership interests in, such direct Foreign Subsidiary, along with any warrants, options, or other rights to acquire the same, in all cases to the extent legally permissible and practicable and deliver to the Administrative Agent such legal opinions as it shall reasonably request with respect thereto. For purposes of this subsection 7.9(b), “direct” means directly held by the Borrower or any Domestic Subsidiary.
Additional Subsidiaries; Additional Collateral. In the event that any Person becomes a Subsidiary of Borrower after the date hereof (other than a Special Purpose Subsidiary), Borrower will promptly notify Administrative Agent of that fact and cause such Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guarantee Agreement and Security Agreement and to take all such further actions and execute all such further documents and instruments (including similar documents applicable to such Subsidiary required under Section 3.1) as may be necessary or, in the opinion of Administrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected first priority lien on all of the personal property assets of such Subsidiary described in the applicable forms of Security Documents. In addition, Borrower shall, or shall cause the Subsidiary that owns the Capital Stock of such Person, to execute and deliver to Administrative Agent a pledge agreement pledging the Capital Stock of such Person to the Administrative Agent and to deliver to Administrative Agent all certificates representing such Capital Stock of such Person (accompanied by irrevocable undated stock powers, duly endorsed in blank), all in form and substance satisfactory to the Administrative Agent in its sole discretion.
Additional Subsidiaries; Additional Collateral. (a) In the event that any Person becomes a Subsidiary of Borrower after the date hereof (other than a Special Purpose Subsidiary or a Foreclosed Subsidiary), Borrower will promptly notify Administrative Agent of that fact and cause such Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guarantee Agreement and deliver with respect to such Subsidiary documents of the type delivered on the Closing Date under Section 3.1(c)(v) with respect the Subsidiaries on the Closing Date.
Additional Subsidiaries; Additional Collateral. (a) Pursuant to and in accordance with Sections 4.17 and 10.06 of the Indenture, each Subsidiary (other than an Excluded Subsidiary) of the Issuer that was not in existence or not a Subsidiary on the date of the Indenture or that ceases to be an Excluded Subsidiary is required to enter in this Security Agreement as a Subsidiary Party upon becoming a Subsidiary or ceasing to be an Excluded Subsidiary, in each case, within the time periods specified in Section 11.09
Additional Subsidiaries; Additional Collateral. With respect to any Domestic Subsidiary created or acquired after the Closing Date by the Borrower, promptly cause such Subsidiary to execute a Guarantee and Security Agreement, deliver to the Administrative Agent the certificates representing the Capital Stock of such Subsidiary, together with undated stock powers, executed in blank, securing the Obligations as described in the Guarantee and Security Agreement and covering the types of assets covered by the Guarantee and Security Agreement, take all required actions to perfect the security interests created by the Guarantee and Security Agreement in the assets of such Subsidiary and if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the preceding matters, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Additional Subsidiaries; Additional Collateral. (a) With respect to any Subsidiary created or acquired after the Closing Date by any Loan Party, Borrower shall promptly cause such Subsidiary to execute the Guaranty Documents and Security Documents, securing the Obligations as described in the Guaranty Documents and Security Documents and covering the types of assets covered by the Guaranty Documents and Security Documents, take all required actions to perfect the security interests created by the Guaranty Documents and Security Documents in the assets of such Subsidiary and if requested by the Bank, deliver to the Bank legal opinions relating to the preceding matters, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Bank.
(b) If requested by the Bank, grant in favor of the Bank, Liens on any other assets other than real property (owned or leased) hereafter acquired by the Loan Parties or any Subsidiary and on previously encumbered assets which become unencumbered, to the extent such Liens are then permissible under applicable law and pursuant to any agreements to which the Borrower or its Subsidiaries are a party, pursuant to documentation in form and substance reasonably satisfactory to the Bank.
Additional Subsidiaries; Additional Collateral