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, 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 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, 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, 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 SubsidiarySubsidiary and is not a Subsidiary Loan 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 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, 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, 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 SubsidiarySubsidiary and is not a Subsidiary Loan 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 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 SubsidiarySubsidiary 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 (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, 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. (a) 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 a Domestic Subsidiary and is not an Excluded a Special Purpose Subsidiary, 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 the Indemnity, Subrogation and Contribution Agreement (and any similar agreement relating to become a Loan Party hereunder and guarantees of any public debt of the Borrower) as contemplated under each applicable Security Document in the manner provided therein agreement, 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 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 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, 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 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 SubsidiarySubsidiary and is not a Subsidiary Loan Party, shares of Capital Stock common stock of such Subsidiary that are owned by or on behalf of the Borrower or a 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, 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, 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 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 SubsidiarySubsidiary and (y) in the reasonable opinion of the Borrower, the pledge of more than 65% of the outstanding capital stock of such Foreign Subsidiary 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 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, 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 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, 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 SubsidiarySubsidiary and is not a Subsidiary Loan Party, shares of Capital Stock common stock of such Subsidiary that are owned by or on behalf of the Borrower or a 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 (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 SubsidiarySubsidiary and is not a Subsidiary Loan 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 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, 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 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, 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 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, 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 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 SubsidiarySubsidiary and is not a Subsidiary Loan 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 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 SubsidiarySubsidiary and is not a Subsidiary Loan 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 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, 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 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 SubsidiarySubsidiary and is not a Subsidiary Loan Party, shares of Capital Stock common stock of such Subsidiary that are owned by or on behalf of the Borrower or a 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, 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, 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).