Execution of Subsidiary Guaranty and Collateral Documents. If any Person becomes a Wholly Owned North American Subsidiary of Company after the date hereof, or if any Merged Subsidiary fails to be merged with and into the Wholly Owned North American Subsidiary of Company set forth opposite its name on Schedule 5.21 within three Business Days after the Closing Date, Company will promptly notify Collateral Agent of that fact and cause such Subsidiary or Merged Subsidiary, as the case may be, to execute and deliver to Collateral Agent a counterpart of the Subsidiary Guaranty and the Security Agreement and to take all such further action and execute all such further documents and instruments as may be reasonably required to grant and perfect in favor of Collateral Agent, for the benefit of Lenders, a Second Priority security interest in all of the personal property assets of such Subsidiary or Merged Subsidiary described in the applicable Collateral Documents. With respect to (i) any Person that becomes a Subsidiary of Company or a Joint Venture of Company or any of its Wholly Owned North American Subsidiaries after the date hereof and (ii) any Merged Subsidiary that fails to be merged with and into the Wholly Owned North American Subsidiary of Company set forth opposite its name on Schedule 5.21 within three Business Days after the Closing Date, Company shall also deliver to Collateral Agent a pledge amendment to the Security Agreement, granting to Collateral Agent on behalf of Lenders a Second Priority security interest in one hundred percent (100%) of the equity interests in such Subsidiary or Merged Subsidiary, as the case may be (sixty-five percent (65%) of such equity interests if such Subsidiary is a Foreign Subsidiary), or one hundred percent (100%) of the equity interests owned by Company or any of its Wholly Owned North American Subsidiaries in such Joint Venture, as the case may be, and Company shall take, or cause to be taken, all such other actions as Collateral Agent shall deem necessary or desirable to perfect such security interest.
Execution of Subsidiary Guaranty and Collateral Documents. In the event that any Person becomes a Subsidiary of Company after the Restatement Date, Company will promptly notify Administrative Agent of that fact and cause such Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and Pledge Agreement and to take all such further actions and execute all such further documents and instruments EXECUTION VERSION (including actions, documents and instruments comparable to those described in subsection 4.1I) as may be necessary or, in the opinion of Administrative Agent, reasonably desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the Capital Stock of the Subsidiaries of such Subsidiary. In addition, Company shall, or shall cause the Subsidiary that owns the Capital Stock of such Person to, execute and deliver to Administrative Agent a counterpart or supplement to the Pledge Agreement, as appropriate, 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).
Execution of Subsidiary Guaranty and Collateral Documents. In the event that on or after the Closing Date any Person becomes a Subsidiary, the Borrowers will promptly notify Administrative Agent of that fact, and (i) in such event (provided such Subsidiary is not an Excluded Subsidiary or a Non-Guarantor Restricted Subsidiary) or (ii) in the event that any Excluded Subsidiary or Non-Guarantor Restricted Subsidiary becomes a Subsidiary Guarantor, the Borrowers will cause such Restricted Subsidiary to execute and deliver to the Administrative Agent a supplement to the Subsidiary Guaranty and Security Agreement and to take all such further actions and execute all such further documents and instruments as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create in favor of the Intercreditor Agent, for the benefit of the Secured Parties, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Restricted Subsidiary which constitute Collateral. The Borrowers shall deliver to the Administrative Agent together with such Loan Documents all such further documents and instruments and take such further action necessary to create in favor of the Intercreditor Agent, for the benefit of the Secured Parties, a valid and perfected First Priority security interest on any real property assets of such Restricted Subsidiary which constitute Collateral, as the Administrative Agent may reasonably request from time to time.
Execution of Subsidiary Guaranty and Collateral Documents. In the event that (i) any Person becomes a Subsidiary of Company after the Closing Date, or (ii) RCSH Promotions, LLC, a Louisiana limited liability company, R.C. Equipment, Inc., a Louisiana corporation, RCSH Utah, Inc., a Utah corporation, or Xxxx’x Xxxxx Steak House #15, Inc., a Louisiana corporation, shall not have been dissolved or liquidated within 180 days following the Closing Date, Company will promptly notify Administrative Agent of that fact and cause such Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and Pledge Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I) as may be necessary or, in the opinion of Administrative Agent, reasonably desirable to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the Capital Stock of the Subsidiaries of such Subsidiary. In addition, Company shall, or shall cause the Subsidiary that owns the Capital Stock of such Person to, execute and deliver to Administrative Agent a counterpart or supplement to the Pledge Agreement, as appropriate, 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). Ruths_Second Amended and Restated Credit Agreement (2)
Execution of Subsidiary Guaranty and Collateral Documents. In the event that any Person becomes a Subsidiary of Company after the date hereof, Company will promptly notify Agents of that fact and cause such Subsidiary to execute and deliver to Collateral Agent a counterpart of the Subsidiary Guaranty, a Subsidiary Pledge Agreement and any other Collateral Documents then required to be executed and delivered pursuant to the terms of subsection 6.9A hereof, and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsections 4.1E and, if applicable, 6.9A) as may be necessary or, in the opinion of Collateral Agent, desirable to create in favor of Collateral Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the property of such Subsidiary described in the applicable forms of Collateral Documents.
Execution of Subsidiary Guaranty and Collateral Documents. In the event that any Person becomes a Subsidiary on or after the Closing Date, the Borrowers will promptly notify Administrative Agent of that fact and, provided such Subsidiary is not an Excluded Subsidiary or a Non-Guarantor Restricted Subsidiary, cause such Restricted Subsidiary to execute and deliver to the Administrative Agent a supplement to the Subsidiary Guaranty and Security Agreement and to take all such further actions and execute all such further documents and instruments as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create in favor of the Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority Lien on all of the personal and mixed property assets of such Restricted Subsidiary which constitute Collateral (subject to Permitted Liens). The Borrowers shall deliver to the Administrative Agent together with such Loan Documents all such further documents and instruments and take such further action necessary to create in favor of the Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority security interest (subject to Permitted Liens) on any real property assets of such Restricted Subsidiary which constitute Collateral, as the Administrative Agent may reasonably request from time to time.
Execution of Subsidiary Guaranty and Collateral Documents. In the event that any Person becomes a Domestic Subsidiary of Borrowers after the date hereof, Borrowers will promptly notify Administrative Agent of that fact and cause each such Domestic Subsidiary which is not an Immaterial Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty and Security Agreement and to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1K) 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 and mixed property assets (other than Excluded Assets) of such Domestic Subsidiary described in the applicable forms of Collateral Documents. In addition, as provided in the Security Agreement, Borrowers shall, or shall cause the Subsidiary that owns the Capital Stock of such Person, to execute and deliver to Administrative Agent a supplement to the Security Agreement 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).
Execution of Subsidiary Guaranty and Collateral Documents. In the event that on or after the Closing Date any Person becomes a Subsidiary, the Borrowers will promptly notify Administrative Agent of that fact (provided that if such Person is an Excluded Subsidiary, then Borrowers are required to notify the Administrative Agent of such fact as follows: (a) if such fact occurs during any of the first three calendar quarters of any given year, within 45 days of the close of the calendar quarter during which such fact occurs; or (b) if such fact occurs during the last calendar quarter of any given year, within 90 days of the close of such calendar quarter), and (i) in such event (provided such Subsidiary is not an Excluded Subsidiary or a Non-Guarantor Restricted Subsidiary) or (ii) in the event that any Excluded Subsidiary or Non-Guarantor Restricted Subsidiary becomes a Subsidiary Guarantor, the Borrowers will cause such Restricted Subsidiary to execute and deliver to the Administrative Agent a supplement to the Subsidiary Guaranty.
Execution of Subsidiary Guaranty and Collateral Documents. In the event that any Person becomes a Subsidiary of Holdings after the date hereof, Borrower will promptly notify Administrative Agent of that fact and cause such Subsidiary (i) to execute and deliver to Administrative Agent (a) a guaranty substantially in the form of the Guaranty, MUTATIS MUTANDI, or otherwise acceptable to Administrative Agent (if such Subsidiary is a domestic Subsidiary), which guaranty shall guarantee all Obligations of Borrower to the Guaranteed Creditors, (b) a pledge agreement substantially in the form of the Pledge Agreement, MUTATIS MUTANDI, or otherwise acceptable to Administrative Agent, which pledge agreement shall pledge to Administrative Agent for the benefit of the Lenders all of the stock or equity interests held by such Subsidiary in any of its Subsidiaries, (c) a security agreement substantially in the form of the Security Agreement, MUTATIS MUTANDI, or otherwise acceptable to Administrative Agent, which security agreement shall granx x Xxxx xx Administrative Agent for the benefit of the Lenders on all of such Subsidiary's personal property, and (d) a mortgage or deed of trust or similar agreement substantially in the form of the Mortgage, MUTATIS MUTANDI, or otherwise acceptable to Administrative Agent encumbering such Subsidiary's real property, and (ii) to take all such further actions and execute all such further documents and instruments (including actions, documents and instruments comparable to those described in subsection 4.1I) 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 and real assets of such Subsidiary described in the applicable forms of Collateral Documents.
Execution of Subsidiary Guaranty and Collateral Documents. In the event that any Person becomes a Domestic Subsidiary of Company after the date hereof, Company will promptly notify Agent of that fact and cause such Domestic Subsidiary to execute and deliver to Agent a counterpart of the Subsidiary Guaranty and a Subsidiary Pledge Agreement, a Subsidiary Security Agreement, a Subsidiary Trademark Security Agreement, a Subsidiary Patent Security Agreement and to take all such further action and execute all such further documents and instruments as may be reasonably required to grant and perfect in favor of Agent, for the benefit of Lenders, a first-priority security interest in all of the personal property assets of such Domestic Subsidiary described in the applicable Collateral Documents. With respect to any such Domestic Subsidiary, Company shall also deliver to Agent a pledge amendment to the Company Pledge Agreement or the applicable Subsidiary Pledge Agreement, as appropriate, granting to Agent on behalf of Lenders a first priority security interest in one hundred percent (100%) of the capital stock of such Domestic Subsidiary. With respect to any such Foreign Subsidiary, Company shall deliver to Agent a pledge amendment to the Company Pledge Agreement or shall execute a Company Pledge Agreement under the laws of the jurisdiction of organization or incorporation of such Foreign Subsidiary, in each case granting to Agent on behalf of Lenders a first priority security interest in 65% of the capital stock of such Foreign Subsidiary, and, in each case, Company shall take, or cause to be taken, all such other actions as Agent shall deem necessary or desirable to perfect such security interest.
