Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. If any Loan Party shall form or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary after the Closing Date, the Borrower will notify the Agents thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party will cause such Subsidiary to enter into a Joinder Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Agents or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign Subsidiaries, shares of Capital Stock of such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) 15 Business Days after such Subsidiary is formed or acquired and, subject to preexisting Liens on such Subsidiary's assets and the terms thereof, promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) 15 Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary after the Closing Date, the Lead Borrower will notify the Agents thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party will cause such Subsidiary to enter into a Joinder Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Agents or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock of such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any additional Subsidiary of any Loan Party shall form is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Date, the Lead Borrower will promptly notify the Agents and the Lenders thereof and (a) if such Subsidiary is not an Excluded a Foreign Subsidiary, such Loan Party the Borrowers will cause such Subsidiary to enter into a Joinder Agreement and to become (i) a Loan Party hereunder by the execution and under delivery of a Facility Guarantee to the Agents and in the case of a Borrower a joinder agreement (reasonably satisfactory to the Agent); and (ii) a party to each applicable Security Document in the manner provided therein within ten seven (107) Business Days days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents any Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrowers will cause such shares and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within ten seven (107) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock stock of such Subsidiary to be pledged shall may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Pledge Agreement (if such Subsidiary owns capital stock or intercompany Indebtedness), the Security Agreement, the Guarantee Agreement and to become a Loan Party hereunder the Indemnity, Subrogation and Contribution Agreement as contemplated under each applicable Security Document in the manner provided therein agreement, within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock or Indebtedness of any such Subsidiary (other than an Unrestricted Subsidiary or a Leaseback Subsidiary) are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, STX and the Borrower will notify the Agents thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party will cause such Subsidiary to enter into a Joinder Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein (a) within ten (10) Business Days after such Subsidiary is formed or acquired and promptly take (or such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations longer period as the Agents or Administrative Agent may agree in its discretion), notify the Required Administrative Agent and the Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are owned by or on behalf of any Loan Party, such Loan Party will cause such shares thereof and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations (b) within ten (10) 30 Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except thator, (i) if such Subsidiary is a Foreign Subsidiary, within 60 Business Days after such Foreign Subsidiary is formed or acquired (or such longer period as the Administrative Agent may agree in its discretion)), cause the Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party), provided that if the Administrative Agent determines, after consultation with the Borrower, that (i) such additional Subsidiary providing a Guarantee would violate the law of the jurisdiction where such Subsidiary is organized or would result in a material adverse tax consequence to such additional Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign Subsidiaries, shares of Capital Stock of such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiarythe cost to STX, no shares of Capital Stock the Borrower and the Subsidiaries of such additional Subsidiary are providing a Guarantee would be excessive in view of the related benefits to be received by the Lenders, then STX and the Borrower shall not be required to cause the Guarantee Requirement to be pledgedsatisfied with respect to such additional Subsidiary (and such additional Subsidiary shall not be a Subsidiary Loan Party for purposes of this Agreement and the other Loan Documents).

Additional Subsidiaries. If any Loan Party shall form or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary after the Closing Date, the Borrower will notify the Agents thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party will cause such Subsidiary to enter into a Joinder Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Agents or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock of such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, Holdings and the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party Holdings and the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock Equity Interests or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party Holdings and the Borrower will cause such shares Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or and is not a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesLoan Party, shares of Capital Stock Equity Interests of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, Holdings and the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party Holdings and the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock Equity Interests or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party Holdings and the Borrower will cause such shares Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or and is not a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesLoan Party, shares of Capital Stock Equity Interests of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Adminis trative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, the Borrower (i) will become a party to the Indemnity, Subrogation and Contribution Agreement, if it is not an Excluded Subsidiaryalready party to such agreement, such Loan Party and (ii) will cause such Subsidiary to enter into become a Joinder party to the Subsidiary Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Senior Obligations as the Agents Administra tive Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 6565 % of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Fourth Restatement Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Subsidiary Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Sub- sidiary is a Subsidiary is not an Excluded SubsidiaryLoan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of request and (b) if such Subsidiary exceeding $1,000,000. If is a Restricted Subsidiary and any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, shares of common stock of such Subsidiary that are owned by or on behalf of the Borrower or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign Subsidiaries, shares of Capital Stock of such Subsidiary Loan Party and that are to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary ----------------------- is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Amendment Effective Date, Holdings and the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party Holdings and the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party Holdings and the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or and is not a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesLoan Party, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Subsidiary of a Loan Party shall form is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Date, the Borrower Agent will notify the Agents Credit Parties in writing thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party will cause such Subsidiary to enter into a Joinder Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) five Business Days after following the date on which such Subsidiary is formed or acquired (or such later date as may be acceptable to the Administrative Agent in its sole discretion) and, by such date: (i) the Loan Parties will cause each such Subsidiary to (A) execute and deliver a Subsidiary Joinder Agreement and an Information Certificate and (B) promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Agents or the Required Lenders Administrative Agent shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at request (including the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness execution and delivery of any collateral document necessary or appropriate to create and perfect Liens with respect to such Subsidiary’s owned or leased Real Property or any Collateral Access Agreement or similar document); (ii) if any Equity Interests issued by any such Subsidiary are owned or held by or on behalf of any Loan Party, such the Loan Party Parties will cause such shares and promissory notes evidencing such Indebtedness Equity Interests to be pledged pursuant to secure the Obligations within ten (10) Collateral Documents not later than the tenth Business Days Day after the date on which such Subsidiary is formed or acquired; and (iii) the Loan Parties will deliver or cause to be delivered to the Administrative Agent such shares of Capital Stock or Indebtedness are acquired (except that, (i) if certificates and legal opinions as would have been required had such Subsidiary is been a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of Loan Party on the Capital Stock of one or more Foreign Subsidiaries, shares of Capital Stock of such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged)Closing Date.

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary of Borrower is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Global Effective Date, the Borrower will notify the Agents Global Administrative Agent and the Lenders thereof and if whether such Subsidiary is not an Excluded Unrestricted Subsidiary or a Restricted Subsidiary. If any Restricted Subsidiary as of the date of the date of its formation, such its acquisition or at any time thereafter has a total asset value in excess of U.S.$25,000,000 (or its equivalent in other currencies) and has incurred Indebtedness or Guaranteed Indebtedness in excess of U.S.$5,000,000 (or its equivalent in other currencies) in favor of any Person other than a Loan Party Party, then Borrower will cause such Subsidiary (unless such Subsidiary is a Foreign Subsidiary) to enter into (a) execute a Joinder Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein Guaranty within ten (10) Business Days 30 days after such Subsidiary is formed or acquired or it is determined to have the requisite total asset value and Indebtedness owed to third parties and (b) if the Applicable Rating Level is Level III, execute a Mortgage and a Security Agreement (to the extent necessary to comply with SECTION 5.15) and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents or the Required Lenders Global Administrative Agent shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock request and pledge or Indebtedness of any Subsidiary are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Indebtedness to be pledged all Equity Interests in such Restricted Subsidiary pursuant to secure the Obligations a Pledge Agreement within ten (10) Business Days 30 days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to such Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) 15 Business Days after such Subsidiary is formed or acquired and, subject to preexisting Liens on such Subsidiary's assets and the terms thereof (to the extent the same are permitted under this Agreement), promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) 15 Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock voting common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary ----------------------- is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Pledge Agreement (if such Subsidiary owns capital stock or intercompany Indebtedness), the Security Agreement, the Guarantee Agreement and to become a Loan Party hereunder the Indemnity, Subrogation and Contribution Agreement as contemplated under each applicable Security Document in the manner provided therein agreement, within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date or if an Immaterial Subsidiary is not dissolved or liquidated or merged into another Loan Party shall form or directly acquire all or substantially all of as contemplated by the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary after the Closing DateCompany, the Borrower Company will notify the Agents Administrative Agent, the Collateral Agent and the Lenders thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party (a) the Company will cause such Subsidiary to enter into a Joinder Agreement and (i) to become a Loan Party party to (A) the Guaranty (or this Agreement if such Subsidiary shall be a Borrower hereunder by executing a Joinder in the form of Exhibit R), (B) the Indemnity, Subrogation and under Contribution Agreement, (C) the Security Agreement and (D) the Pledge Agreement, in each applicable Security Document case in the manner provided therein and within ten (10) Business Days after such Subsidiary is formed or acquired and (ii) promptly to take such actions to create and perfect the Liens on such Subsidiary’s 's assets to secure granted under the Obligations Security Documents as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition request and (b) if any Equity Interests of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Company will cause such shares and promissory notes evidencing such Indebtedness Equity Interests to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except thatexcluding, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock voting stock of such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary of ----------------------- the Borrower (other than a CFN Subsidiary) is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party and (a) will cause such Subsidiary to enter into (other than a Joinder Agreement and Foreign Subsidiary) to become a Loan Party hereunder party to the Guarantee Agreement, the Indemnity, Subrogation and under Contribution Agreement and each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary that are owned by or on behalf of any Loan Party and that are to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form or directly acquire all or substantially all of the outstanding Capital Stock of a additional Subsidiary ------------------------ that is not an Excluded Inactive Subsidiary is formed or acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement in the manner provided therein within three Business Days after such Subsidiary is formed or acquired, (b) if such Subsidiary is a Subsidiary Loan Party that is a subsidiary of the Borrower, the Borrower will cause such Subsidiary to become a Loan Party hereunder and under party to each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If , and (c) if any shares of Capital Stock capital stock or Indebtedness of any additional Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% (or such lesser percentage as is necessary to avoid adverse tax consequences to any Loan Party) of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under 110 each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of request and (b) if such Subsidiary exceeding $1,000,000. If is a Restricted Subsidiary and any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, shares of common stock of such Subsidiary that are owned by or on behalf of the Borrower or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign Subsidiaries, shares of Capital Stock of such Subsidiary Loan Party and that are to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary ------------------------ is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, Holdings and the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party Holdings and the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party Holdings and the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or and is not a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesLoan Party, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form or directly acquire all or substantially all additional Subsidiary of the outstanding Capital Stock Borrower or any Joint Venture (other than any Subsidiary or Joint Venture not owned by or on behalf of a Subsidiary that any Loan Party) is not an Excluded Subsidiary formed or acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party (a) will cause such Subsidiary to enter into (other than a Joinder Agreement and Foreign Subsidiary or a Joint Venture Subsidiary) to become a Loan Party hereunder party to the Guarantee Agreement, the Indemnity, Subrogation and under Contribution Agreement and each applicable Security Document in the manner provided therein within ten (10) Business 10 Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition request and (b) if any Equity Interests or Indebtedness of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary Joint Venture are owned by or on behalf of any Loan Party, such Loan Party will cause such shares Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) Business Days 10 days after such Subsidiary or Joint Venture is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary that are owned by or on behalf of any Loan Party and that are to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any additional Subsidiary of any Loan Party shall form is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Lead Borrower will promptly notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded a Foreign Subsidiary, such Loan Party the Borrowers will cause such Subsidiary to enter into a Joinder Agreement and to become (i) a Loan Party hereunder by the execution and under delivery to the Administrative Agent of a Joinder Agreement and, in the case of a Facility Guarantor, a Facility Guarantee; and (ii) a party to each applicable Security Document in the manner provided therein within ten thirty (1030) Business Days days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets (to the extent constituting Collateral under the Security Documents) to secure the Obligations as the Agents or the Required Lenders Administrative Agent shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrowers will cause such shares and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within ten thirty (1030) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock stock of such Subsidiary to be pledged shall may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Date, the Borrower will notify the Agents Administrative Agent thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Subsidiary Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each other applicable Security Document in the manner provided therein within ten (10) Business Days after such Subsidiary is formed or acquired and promptly acquired, and, within fifteen Business Days after such Subsidiary is formed or acquired, take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required request and (b) if any Equity Interest in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any additional Subsidiary of any Loan Party shall form is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Date, the Borrower will notify the Agents and the Lenders thereof and (a) if such Subsidiary is not an Excluded a Foreign Subsidiary, such Loan Party the Borrower will cause such Subsidiary to enter into a Joinder Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten fifteen (1015) Business Days days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Agents any Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within ten fifteen (1015) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a (other than an Immaterial Foreign Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more until it no longer qualifies as an Immaterial Foreign SubsidiariesSubsidiary), shares of Capital Stock stock of such Subsidiary to be pledged shall may be limited to 65% of the outstanding shares of Capital Voting Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary time period may be extended based on local law or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledgedpractice).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of request and (b) if such Subsidiary exceeding $1,000,000. If is a Restricted Subsidiary and any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, shares of common stock of such Subsidiary that are owned by or on behalf of the Borrower or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign Subsidiaries, shares of Capital Stock of such Subsidiary Loan Party and that are to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any additional Subsidiary of any Loan Party shall form is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Date, the Lead Borrower will promptly notify the Agents and the Lenders thereof and (a) if such Subsidiary is not an Excluded a Foreign Subsidiary, such Loan Party the Borrowers will cause such Subsidiary to enter into a Joinder Agreement and to become (i) a Loan Party hereunder by the execution and under delivery of a Facility Guarantee to the Agents and in the case of a Borrower a joinder agreement (reasonably satisfactory to the Agent); and (ii) a party to each applicable Security Document in the manner provided therein within ten thirty (1030) Business Days days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets (to the extent constituting Collateral under the Security Documents) to secure the Obligations as the Agents or the Required Lenders any Agent shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrowers will cause such shares and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within ten thirty (1030) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock stock of such Subsidiary to be pledged shall may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Start 101 Date, the Borrower will notify the Agents Administrative Agent thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Subsidiary Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each other applicable Security Document in the manner provided therein within ten (10) Business Days after such Subsidiary is formed or acquired and promptly acquired, and, within fifteen Business Days after such Subsidiary is formed or acquired, take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required request and (b) if any Equity Interest in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Subsidiary Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable 83 Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock Equity Interests or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock voting common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock voting common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional ----------------------- Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, Holdings and the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party Holdings and the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock Equity Interests or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party Holdings and the Borrower will cause such shares Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or and is not a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesLoan Party, shares of Capital Stock Equity Interests of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing DateEffective Date or if any subsidiary ceases to be an Inactive Subsidiary, Holdings and the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party Holdings and the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party Holdings and the Borrower will cause such shares and promissory notes evidencing such Indebtedness (other than the Purchase Money Note) to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or and is not a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesLoan Party, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date or if an Immaterial Subsidiary is not dissolved or liquidated or merged into another Loan Party shall form or directly acquire all or substantially all of as contemplated by the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary after the Closing DateCompany, the Borrower Company will notify the Agents Administrative Agent, the Collateral Agent and the Lenders thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party (a) the Company will cause such Subsidiary to enter into a Joinder Agreement and (i) to become a Loan Party party to (A) the Guaranty (or this Agreement if such Subsidiary shall be a Borrower hereunder by executing a Joinder in the form of Exhibit R), (B) the Indemnity, Subrogation and under Contribution Agreement, (C) the Security Agreement and (D) the Pledge Agreement, in each applicable Security Document case in the manner provided therein and within ten (10) Business Days after such Subsidiary is formed or acquired and (ii) promptly to take such actions to create and perfect the Liens on such Subsidiary’s assets to secure granted under the Obligations Security Documents as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition request and (b) if any Equity Interests of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Company will cause such shares and promissory notes evidencing such Indebtedness Equity Interests to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except thatexcluding, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock voting stock of such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all acquired after the Effective Date or substantially all of the outstanding Capital Stock of if Borrower elects at any time to cause a Foreign Subsidiary to become a Subsidiary that Loan Party, Holdings will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is (x) a Domestic Subsidiary (which is not an Excluded Foreign Subsidiary) or (y) a Foreign Subsidiary after the Closing Date, the that Borrower will notify the Agents thereof and if such Subsidiary is elects not to be categorized as an Excluded SubsidiaryForeign Subsidiary or that was a Target of an acquisition permitted by Section 6.04(k), such Loan Party will Holdings will: (i) cause such Subsidiary to enter into a Joinder Agreement and to become a Loan Party hereunder and under each applicable party to the Security Document in the manner provided therein within ten (10) Business Days Documents promptly after such Subsidiary is formed or acquired acquired; (ii) deliver all documentation as the Administrative Agent may require to evidence the authority of such Subsidiary to execute, deliver and perform the Loan Documents and to evidence the existence and good standing of such Subsidiary; and (iii) cause such Subsidiary to promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Agents or the Required Lenders Administrative Agent shall reasonably request; provided that Mortgages shall only be required request and (b) if any Equity Interest in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are owned by or on behalf of any Loan Party, such Loan Party Holdings will cause such shares and promissory notes evidencing such Indebtedness Equity Interests to be pledged pursuant to secure the Obligations within ten (10) Business Days Security Documents promptly after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a an Excluded Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of Subsidiary, the Capital Stock of one or more Foreign Subsidiaries, shares of Capital Stock of Equity Interests issued by such Subsidiary to be pledged pursuant to the Security Documents shall be limited to 65% of the outstanding shares of Capital Stock voting Equity Interests of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Immaterial Subsidiary after the Closing Date, the Lead Borrower will notify the Agents thereof at least five (5) days prior to such Subsidiary’s becoming a Loan Party as provided in this SECTION 5.12 and will furnish the Lenders such information as they may reasonably request to complete “know your customer” requirements, and if such Subsidiary is not an Excluded a Foreign Subsidiary, such Loan Party will cause such Subsidiary to enter into a Joinder Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Agents or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Lead Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock of such Subsidiary to be pledged shall may be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing DateEffective Date or if any Unrestricted Subsidiary is designated as a Restricted Subsidiary, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to each of the Guarantee Agreement, the Pledge Agreement, the Security Agreement and to become a Loan Party hereunder the Indemnity, Subrogation and under each applicable Security Document in the manner provided therein Contribution Agreement within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required request and (b) if any Equity Interest in respect of Real Estate having a fair market value at the time of the acquisition or Indebtedness of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are is owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement shall be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary ------------------------ is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Pledge Agreement (if such Subsidiary owns capital stock or intercompany Indebtedness), the Security Agreement, the Guarantee Agreement and to become a Loan Party hereunder the Indemnity, Subrogation and Contribution Agreement as contemplated under each applicable Security Document in the manner provided therein agreement, within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Borrower Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent thereof and (a) if such Borrower Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Borrower Subsidiary to enter into a Joinder Agreement and to become a Loan Party hereunder party to the Subsidiary Guarantee Agreement, the Indemnity, Subrogation and under Contribution Agreement and each applicable Security Document in the manner provided therein within ten (10) 30 Business Days after such Borrower Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Borrower Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such additional Borrower Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) 30 Business Days after such Borrower Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Borrower Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Borrower Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Borrower Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Subsidiary Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each other applicable Security Document in the manner provided therein within ten (10) Business Days after such Subsidiary is formed or acquired and promptly acquired, and, within fifteen Business Days after such Subsidiary is formed or acquired, take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required request and (b) if any Equity Interest in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, if (ix) if such Subsidiary is a Foreign Subsidiary or a Subsidiary and (y) in which substantially all of its assets consist the reasonable opinion of the Capital Stock Borrower, the pledge of one or more than 65% of the outstanding capital stock of such Foreign SubsidiariesSubsidiary would cause adverse tax consequences to the Borrower, the shares of Capital Stock common stock of such Foreign Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing DateEffective Date or if any Unrestricted Subsidiary is designated as a Restricted Subsidiary, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to each of the Guarantee Agreement, the Pledge Agreement, the Security Agreement and to become a Loan Party hereunder the Indemnity, Subrogation and under each applicable Security Document in the manner provided therein Contribution Agreement within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required request and (b) if any Equity Interest in respect of Real Estate having a fair market value at the time of the acquisition or Indebtedness of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are is owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional ------------------------ Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Pledge Agreement (if such Subsidiary owns capital stock or intercompany Indebtedness), the Security Agreement, the Guarantee Agreement and to become a Loan Party hereunder the Indemnity, Subrogation and Contribution Agreement as contemplated under each applicable Security Document in the manner provided therein agreement, within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, STX and the Borrower will notify the Agents thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party will cause such Subsidiary to enter into a Joinder Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein (a) within ten (10) Business Days after such Subsidiary is formed or acquired and promptly take (or such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations longer period as the Agents or Administrative Agent may agree in its discretion), notify the Required Administrative Agent and the Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are owned by or on behalf of any Loan Party, such Loan Party will cause such shares thereof and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations (b) within ten (10) 30 Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except thator, (i) if such Subsidiary is a Foreign Subsidiary, within 60 Business Days after such Foreign Subsidiary is formed or acquired (or such longer period as the Administrative Agent may agree in its discretion)), cause the Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party), provided that if the Administrative Agent determines, after consultation with the Borrower, that (i) such additional Subsidiary providing a Guarantee would violate the law of the jurisdiction where such Subsidiary is organized or would result in a material adverse tax consequence to such additional Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign Subsidiaries, shares of Capital Stock of such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiarythe cost to STX, no shares of Capital Stock the Borrower and the Subsidiaries of such additional Subsidiary are providing a Guarantee would be excessive in view of the related benefits to be received by the Lenders, then STX and the Borrower shall not be required to cause the Guarantee Requirement to be pledgedsatisfied with respect to such additional Subsidiary (and such additional Subsidiary shall not be a Subsidiary Loan Party for purposes of this Agreement and the other Loan Documents).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Restatement Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of request and (b) if such Subsidiary exceeding $1,000,000. If is a Restricted Subsidiary and any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations 106 Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, shares of common stock of such Subsidiary that are owned by or on behalf of the Borrower or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign Subsidiaries, shares of Capital Stock of such Subsidiary Loan Party and that are to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary Subsidiary); provided that, for purposes of this Section 5.12, Blessings and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required its subsidiaries shall be deemed to be pledged)have been acquired on the Merger Date.

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower Company will notify the Agents Administrative Agent, the Collateral Agent and the Lenders thereof and if such Subsidiary is not an Excluded Subsidiary, such Loan Party (a) the Company will cause such Subsidiary to enter into a Joinder Agreement and (i) to become a Loan Party hereunder party to (A) the Guarantee Agreement (or this Agreement if such Subsidiary shall be a Borrower hereunder), (B) the Indemnity, Subrogation and under Contribution Agreement, (C) the Security Agreement and (D) the Pledge Agreement, in each applicable Security Document case in the manner provided therein and within ten (10) Business Days after such Subsidiary is formed or acquired and (ii) promptly to take such actions to create and perfect the Liens on such Subsidiary’s 's assets to secure granted under the Obligations Security Documents as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition request and (b) if any Equity Interests of such Subsidiary exceeding $1,000,000. If any shares of Capital Stock or Indebtedness of any Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Company will cause such shares and promissory notes evidencing such Indebtedness Equity Interests to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except thatexcluding, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock voting stock of such Subsidiary to be pledged shall be limited to 65% of the outstanding shares of Capital Stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary ------------------------ is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Pledge Agreement (if such Subsidiary owns capital stock or intercompany Indebtedness), the Security Agreement, the Guarantee Agreement and to become a Loan Party hereunder the Indemnity, Subrogation and Contribution Agreement as contemplated under each applicable Security Document in the manner provided therein agreement, within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock or Indebtedness of any such Subsidiary (other than an Unrestricted Subsidiary) are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations 105 Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary ------------------------ is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Effective Date, the Borrower will notify the Agents Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded a Foreign Subsidiary, such Loan Party will cause such Subsidiary to enter into become a Joinder party to the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under the Pledge Agreement, in each applicable Security Document case in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create as are required thereunder and perfect Liens on such Subsidiary’s assets to secure as may be reasonably requested by the Obligations as the Agents Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of the Borrower or any Subsidiary Loan Party, such Loan Party will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) that if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).

Additional Subsidiaries. If any Loan Party shall form additional Subsidiary is formed or directly acquire all or substantially all of the outstanding Capital Stock of a Subsidiary that is not an Excluded Subsidiary acquired after the Closing Third Restatement Effective Date, the Borrower will notify the Agents Administrative Agent and the Lenders thereof and (a) if such Subsidiary is not an Excluded Subsidiarya Subsidiary Loan Party, such Loan Party the Borrower will cause such Subsidiary to enter into become a Joinder party to the Subsidiary Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s 's assets to secure the Obligations as the Agents Administrative Agent or the Required Lenders shall reasonably request; provided that Mortgages shall only be required in respect of Real Estate having a fair market value at the time of the acquisition of such Subsidiary exceeding $1,000,000. If request and (b) if any shares of Capital Stock capital stock or Indebtedness of any such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to secure the Obligations Pledge Agreement within ten (10) three Business Days after such Subsidiary is formed or such shares of Capital Stock or Indebtedness are acquired (except that, (i) if such Subsidiary is a Foreign Subsidiary or a Subsidiary in which substantially all of its assets consist of the Capital Stock of one or more Foreign SubsidiariesSubsidiary, shares of Capital Stock common stock of such Subsidiary to be pledged shall pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of Capital Stock common stock of such Subsidiary and (ii) if such Subsidiary is an Immaterial Subsidiary or an Unrestricted Subsidiary, no shares of Capital Stock of such Subsidiary are required to be pledged).