Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. Pursuant to Section 5.12 of -------------------------------- the Credit Agreement, each Subsidiary of Holdings which is also a Subsidiary Loan Party that was not in existence or not a Subsidiary on the date of the Credit Agreement is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a Subsidiary. Upon execution and delivery after the date hereof by the Collateral Agent and such a Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 of -------------------------------- the Credit Agreement, each Subsidiary of Holdings which is also a certain Subsidiary Loan Party Parties that was were not in existence or not a Subsidiary Loan Parties on the date of the Credit Agreement is are required to enter into this Agreement as a Subsidiary Guarantor upon becoming a SubsidiarySubsidiary Loan Party. Upon execution and delivery after the date hereof by the Collateral Agent and such a Subsidiary of an instrument in the form of Annex 1, such Subsidiary Loan Party shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 5.14 of -------------------------------- the Credit Agreement, each Subsidiary of Holdings which is also a Subsidiary Loan Party (an "ADDITIONAL SUBSIDIARY") that was not in existence or not a Subsidiary subsidiary on the date of the Credit Agreement thereof is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a Subsidiarysubsidiary. Upon execution and delivery delivery, after the date hereof hereof, by the Collateral Agent and such a an Additional Subsidiary of an instrument in the form of Annex 1, such Additional Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereinhereunder. The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Additional Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant Subject to the provisions of Section 5.12 5.11(b) of -------------------------------- the Credit Agreement, each Domestic Subsidiary of Holdings which is also a Subsidiary Loan Party that was not in existence or not a Subsidiary on the date of the Credit Agreement is required to enter into this Agreement as a Subsidiary Guarantor upon becoming such a Subsidiary. Upon execution and delivery delivery, after the date hereof hereof, by the Collateral Agent and such a Subsidiary of an instrument in the form of Annex 11 hereto, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereinhereunder. The execution and delivery of any instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 5.11 of -------------------------------- the Credit Agreement, each Subsidiary of Holdings which is also a Subsidiary Loan Party that was not in existence or not a Subsidiary Loan Party on the date of the Credit Agreement is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a SubsidiarySubsidiary Loan Party. Upon execution and delivery after the date hereof by the Collateral Agent and such a Subsidiary Loan Party of an instrument in the form of Annex 1, such Subsidiary Loan Party shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 5.08 of -------------------------------- the Senior Credit AgreementFacility, each Subsidiary of Holdings which is also a Subsidiary Loan Party the Borrower that was not in existence or not a Subsidiary on the date of the Senior Credit Agreement Facility is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a Subsidiary. Upon execution and delivery after the date hereof by the Senior Collateral Agent and such a Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 of -------------------------------- the Credit Agreement, each Subsidiary of Holdings which is also a Subsidiary Loan Party that was not in existence or not a Subsidiary on the date of the Senior Credit Agreement is and the Second Priority Debt Documents, certain wholly owned Domestic Subsidiaries of Rite Aid which are acquired or organized after the Restatement Effective Date are required to enter into this Agreement as a Subsidiary Guarantor upon becoming a Subsidiaryprovided therein. Upon execution and delivery after the date hereof by the Collateral Agent and such a Subsidiary of Rite Aid of an instrument in the form of Annex 12, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Guarantor party hereunder, and will be acknowledged by the Second Priority Collateral Trustee and the Senior Collateral Agents. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 6.11 of -------------------------------- the Credit Agreement, each Domestic Subsidiary of Holdings which is also a Subsidiary Loan Party that was not in existence or not a Subsidiary on the date of the Credit Agreement thereof is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a Domestic Subsidiary. Upon execution and delivery delivery, after the date hereof hereof, by the Collateral Agent and such a Domestic Subsidiary of an instrument in the form of Annex 1, such Domestic Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereinhereunder. The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 the Senior Debt Documents and the Second Priority Debt Documents, certain wholly owned Domestic Subsidiaries of -------------------------------- Rite Aid which are acquired or organized after the Credit Agreement, each Subsidiary of Holdings which is also a Subsidiary Loan Party that was not in existence or not a Subsidiary on the date of the Credit Agreement is 2009 Restatement Effective Date are required to enter into this Agreement as a Subsidiary Guarantor upon becoming a Subsidiaryprovided therein. Upon execution and delivery after the date hereof by the Collateral Agent and such a Subsidiary of Rite Aid of an instrument in the form of Annex 12, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Guarantor party hereunder, and will be acknowledged by the Second Priority Collateral Trustee and the Senior Collateral Agent. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 of -------------------------------- the Credit AgreementSecond Priority Debt Documents, each Domestic Subsidiary of Holdings which is also a Subsidiary Loan Party the Borrower that was not in existence or not a Subsidiary on the date of the Credit Agreement hereof is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a Subsidiary. Upon execution and delivery after the date hereof by the Second Priority Collateral Agent Trustee and such a Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 of -------------------------------- the Credit Agreement, each Subsidiary of Holdings the Borrower which is also a Subsidiary Loan Party that was not in existence or not a Subsidiary on the date of the Credit Agreement or was an Inactive Subsidiary is required to enter into this Agreement as a Subsidiary Guarantor (or upon ceasing to be an Inactive Subsidiary) upon becoming such a Subsidiary. Upon execution and delivery after the date hereof by the Collateral Agent and such a Subsidiary of an instrument in the form of Annex 11 hereto, such Subsidiary shall become a Subsidiary Guarantor hereunder with effect from and after the same force date of such execution and effect as if originally named as a Subsidiary Guarantor hereindelivery. The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 5.08(a) of -------------------------------- the Senior Credit AgreementFacility and provisions of certain of the Second Priority Debt Documents, each any Domestic Subsidiary of Holdings Rite Aid which is also a Subsidiary Loan Party that was not in existence acquired or not a Subsidiary on organized after the date of the Credit this Agreement is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a SubsidiaryAgreement. Upon execution and delivery after the date hereof by the Collateral Agent and such a Subsidiary of Rite Aid of an instrument in the form of Annex 12, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Guarantor party hereunder, and will be acknowledged by the Second Priority Collateral Trustee and the Senior Collateral Agent. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 of -------------------------------- the Credit Agreement, each Subsidiary of Holdings which is also a Subsidiary Loan Party that was not in existence or not a Subsidiary on the date 5.11 of the Credit Agreement is (and the requirement thereunder that all actions be taken in order to cause the Collateral and Guarantee Requirement to be satisfied at all times), certain Subsidiaries are required to enter into this Agreement as a Subsidiary Guarantor upon becoming a Subsidiarythe occurrence of certain events. Upon execution and delivery delivery, after the date hereof hereof, by the Collateral Agent and such a Subsidiary of an instrument in the form of Annex 1I, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereinhereunder. The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.12 5.10 of -------------------------------- the Credit Agreement, each Subsidiary of Holdings which is also a Subsidiary Loan Party (other than any Foreign Subsidiary) that was not in existence or not a Subsidiary on the date of the Credit Agreement Second Restatement Closing Date is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a Subsidiary. Upon execution and delivery after the date hereof by the Collateral Agent and such a Subsidiary of an instrument a Supplement in the form of Annex 1, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any instrument Supplement adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.