Subsidiaries; Additional Collateral Clause Samples

Subsidiaries; Additional Collateral. (a) In the event that any Person becomes a Subsidiary of the Issuer (other than an Excluded Subsidiary) after the Issue Date or ceases to be an Excluded Subsidiary after the Issue Date, within twenty (20) days (or such longer period following such date as the Majority Holders, in their sole discretion, may agree) after the occurrence thereof, the Issuer shall cause such Subsidiary (i) to become a Guarantor by executing and delivering to the Collateral Agent a supplement to the Guaranty Agreement and each other applicable guarantee agreements reasonably requested by the Collateral Agent (at the direction of the Majority Holders) and (ii) if such Person is a Subsidiary of Pro Farm organized in the United States (other than an Excluded Subsidiary) to also become a Grantor by executing and delivering to the Holders a supplement to the Pledge and Security Agreement and each other applicable Collateral Document and to take all actions necessary to grant and to perfect a first priority Lien in favor of the Collateral Agent, for the benefit of the Holders, in substantially all assets of such Subsidiary, and in each case, to take such actions and to execute and deliver to the Collateral Agent such other documents, instruments, agreements, certificates and opinions as reasonably requested by the Collateral Agent (at the direction of the Majority Holders), each in form and substance satisfactory to the Collateral Agent (at the direction of the Majority Holders). (b) With respect to each new Subsidiary, within twenty (20) days (or such longer period following such date as the Majority Holders, in their sole discretion, may agree) after the formation or acquisition thereof, the Issuer shall send to the Collateral Agent written notice setting forth with respect to such Subsidiary (i) the date on which such Person became a Subsidiary of the Issuer and (ii) all of the data required to be set forth in Schedules 6.15 and 6.16 with respect to such Subsidiary; and such written notice shall be deemed to supplement Schedules 6.15 and 6.16 for all purposes hereof.