Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. Notify Lender at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to Lender a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as Lender shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender on such Person’s assets of the type included in the Collateral to secure the Obligations, and (iii) deliver to Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16.

Additional Loan Parties. Notify Lender at Additional U.S. Loan Parties. Subject to Applicable Law and any exceptions set forth in the time U.S. Security Agreement, each U.S. Loan Party shall cause (i) each of its Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement and (ii) any Domestic Subsidiary that any Person becomes a was an Excluded Subsidiary but has ceased to be an Excluded Subsidiary, and to become a U.S. Loan Party as promptly thereafter as reasonably practicable by executing a Joinder Agreement in substantially the form set forth as Exhibit D hereto (the “Joinder Agreement”). Upon execution and in any event within fifteen (15) days)delivery thereof, cause any each such Person (a) which is not a CFC, to (i) become shall automatically become, at the election of the Borrower Agent, either a U.S. Borrower (in the case of any Domestic Subsidiary that is a Restricted Subsidiary and is a beneficial owner of assets included in the U.S. Borrowing Base) or a U.S. Loan Guarantor hereunder, as the case may be, and thereupon shall have all of the respective rights, benefits, duties, and obligations in such capacity under the Loan Documents, and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the Agent, for the benefit of the Agent and the U.S. Lenders in any property (subject to the limitations with respect to Equity Interests set forth in paragraph (bc) of this Section 5.11, the limitations with respect to real property set forth in paragraph (f) of this Section 5.11, Applicable Law and any other limitations set forth in the U.S. Security Agreement, and excluding property with respect to which the Agent and the Borrower Agent have reasonably determined that the cost of granting Liens on such property is excessive in relation to the value of the security to be afforded by such property) of such U.S. Loan Party by executing which constitutes U.S. Collateral, on such terms as may be required pursuant to the terms of the Collateral Documents and delivering in such priority as may be required pursuant to Lender the terms of the ABL Intercreditor Agreement. Subject to the approval of the Agent and the Co-Collateral Agent, each Domestic Subsidiary that executes a Joinder Agreement or a counterpart of the Facility Guaranty or pursuant to which such other document as Lender shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender on such Person’s assets of the type included in the Collateral to secure the Obligations, and (iii) deliver to Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any U.S. Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary Party agrees to be pledged may be limited to sixty-five percent bound as a U.S. Borrower hereunder shall permit the completion of a field examination and appraisal (65%at the U.S. Borrowers’ cost) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably with results satisfactory to Lender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding Agent and the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16Co-Collateral Agent.

Additional Loan Parties. Notify Lender the Administrative Agent at the time that any Person becomes a Subsidiary, and whether the Borrower in its discretion elects to cause such Subsidiary to EXECUTION VERSION become a Loan Party (it being acknowledged by the Credit Parties that the Borrower is not obligated to cause such Subsidiary to become a Loan Party) and if any Equity Interests or Indebtedness of such Person are owned by any Loan Party, to promptly thereafter (and in any event within fifteen thirty (1530) daysdays or such longer period as the Administrative Agent shall agree) cause such Loan Party to pledge such Equity Interests and any promissory notes evidencing such Indebtedness to the extent required pursuant by the Security Agreement, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. If the Borrower elects to cause such Subsidiary to become a Loan Party: promptly thereafter (and in any event within thirty (30) days or such longer period as the Administrative Agent shall agree), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to Lender the Administrative Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as Lender shall deem appropriate for such purposeAgreement, (iib) to xxxxx x Xxxx to Lender the Collateral Agent on such Person’s assets of the type included in the Collateral to secure the ObligationsObligations and Other Liabilities on the same types of assets which constitute Collateral under the Security Documents, and (iiic) to deliver to Lender the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if reasonably requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (aabove)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding Borrower or Guarantor or permit the foregoing provisions inclusion of this Section 6.12, any acquired assets in the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with computation of the requirements of Section 7.16Borrowing Base.

Additional Loan Parties. Notify Lender at the time that Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within fifteen (15) days)Business Days) if requested by the Administrative Agent, (i) cause any such Person (a) which is not a CFC, to (i) become a Loan Party Borrower or Guarantor by executing and delivering to Lender the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as Lender the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.14(b), xxxxx x Xxxx to Lender the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the type included in the Collateral Security Documents to secure the Obligations, and (iii) deliver to Lender the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to Lenderthe Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Parent may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Xxxxxxxxx.Xx no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding Borrower or Guarantor or permit the foregoing provisions inclusion of this Section 6.12, any acquired assets in the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with computation of the requirements of Section 7.16Borrowing Base.

Additional Loan Parties. Notify Lender the Administrative Agent at the time that any Person becomes a Subsidiary, unless such Person is an Immaterial Subsidiary or a Save-A-Lot Subsidiary (it being understood that if any Save-A-Lot Subsidiary remains a Subsidiary of the Lead Borrower upon the termination of the Spin Period, such Save-A-Lot Subsidiary shall be subject to the requirements of this Section 6.12 as though such Person had become a Subsidiary (other than a Save-A-Lot Subsidiary) upon the termination of the Spin Period), whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within fifteen thirty (1530) days, unless a longer period is acceptable to the Administrative Agent, in its sole discretion), cause any such Person (a) which is not a CFCan Excluded Subsidiary, to (i) become a Loan Party by executing and delivering to Lender the Administrative Agent a Joinder Agreement or and if such Person is not a Borrower, a counterpart of the Facility Guaranty or such other document as Lender the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender the Administrative Agent on such Person’s assets of the type included in the types constituting Collateral to secure the Obligations, and (iii) deliver to Lender the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a4.01(b) and upon Administrative Agent’s reasonable request, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan Party, to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (except that, if to the extent any such Subsidiary Indebtedness is a CFC, the Equity Interests in an amount in excess of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)$10,000,000, in each case in form, content and scope reasonably satisfactory to Lenderthe Administrative Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding Borrower or permit the foregoing provisions inclusion of this Section 6.12, any acquired assets in the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with computation of the requirements of Section 7.16Borrowing Base.

Additional Loan Parties. Notify Lender the Agent at the time that any Person becomes a Subsidiary, and promptly thereafter Domestic Subsidiary that the Borrower in its sole discretion elects to cause such Subsidiary to become a Loan Party or if the Borrower in its sole discretion elects to cause any of its other Subsidiaries that is not a Loan party to become a Loan Party (and in it being acknowledged by the Credit Parties that the Borrower is not obligated to cause any event within fifteen (15) dayssuch Subsidiary to become a Loan Party). If the Borrower elects to cause any such Subsidiary to become a Loan Party, cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to Lender the Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as Lender shall deem appropriate for such purposeAgreement, (iib) to xxxxx x Xxxx to Lender secure the Obligations to the Agent on such Person’s assets of the type included in same types of assets which constitute Collateral under the Collateral Security Documents (subject to secure the Obligationslimitations contained therein), and (iiic) to deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if reasonably requested by the Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above). Notwithstanding anything to the contrary contained herein or in clause (a))any other Loan Document, and (b) if Agent shall not accept delivery of any Equity Interests or Indebtedness of such Person are owned by or on behalf joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is that qualifies as a CFC, “legal entity customer” under the Equity Interests of Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of the non-voting Equity Interests of such Subsidiary and such time period may which shall be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge Agent and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16all Lenders.

Additional Loan Parties. Notify Lender the Agent at the time that any Person becomes a SubsidiaryDomestic Subsidiary thatIf (i) the Borrower, and promptly thereafter in its sole discretion elects to cause such Subsidiary to become a Loan Party or if the Borrower in its sole discretion, elects to cause any of its other SubsidiariesSubsidiary that is not a Loan partyParty to become a Loan Party (and in it being acknowledged by the Credit Parties that the Borrower is not obligated to cause any event within fifteen such Subsidiary that is not a Loan Party to become a Loan Party). If except as otherwise provided herein) or (15ii) days)the Borrower electsis required by the terms of this Agreement to cause any such Subsidiary that is not a Loan Party to become a Loan Party, cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to Lender the Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as Lender shall deem appropriate for such purposeAgreement, (iib) to xxxxx x Xxxx to Lender secure the Obligations to the Agent on such Person’s assets of the type included in same types of assets which constitute Collateral under the Collateral Security Documents (subject to secure the Obligationslimitations contained therein), and (iiic) to deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable and, if reasonably requested by the Agent, favorablecustomary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above). Notwithstanding anything to the contrary contained herein or in clause (a))any other Loan Document, and (b) if Agent shall not accept delivery of any Equity Interests or Indebtedness of such Person are owned by or on behalf joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is that qualifies as a CFC“legal entity customer” under the Beneficial Ownership Regulation, the Equity Interests of unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) Agent has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of the non-voting Equity Interests of such Subsidiary and such time period may which shall be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge Agent and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16all Lenders.

Additional Loan Parties. Notify Lender at the time that Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Parent, and promptly thereafter (and in any event within fifteen (15) days)Business Days) if requested by the Administrative Agent, (i) cause any such Person (a) which is not a CFC, to (i) become a Loan Party Borrower or Guarantor by executing and delivering to Lender the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as Lender the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.14(b), xxxxx x Xxxx to Lender the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the type included in the Collateral Security Documents to secure the Obligations, and (iii) deliver to Lender the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to Lenderthe Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Parent may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding Borrower or Guarantor or permit the foregoing provisions inclusion of this Section 6.12, any acquired assets in the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with computation of the requirements of Section 7.16Borrowing Base.

Additional Loan Parties. Notify Lender the Administrative Agent at the time that any Person becomes a Subsidiary, whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within fifteen (15) 30 days), cause any such Person (a) which is not a CFCan Excluded Subsidiary, to (i) to become a Loan Party by executing and delivering to Lender a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as Lender shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender the Collateral Agent on such Person’s assets of the type included in the types constituting Collateral to secure the ObligationsObligations by executing and delivering to the Administrative Agent a joinder to each of the Security Agreement and the Facility Guaranty and such other documents (including, to the extent applicable, Mortgages and Related Real Estate Collateral Security Agreements) as the Administrative Agent shall deem appropriate for such purpose and by complying with the Term Loan Priority Collateral Requirements with respect to any Material Real Estate Assets and Material Related Collateral Locations, (iiiii) deliver to Lender the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(g) and (iv4.01(k) of Section 4.01(a) and the Original Credit Agreement and, upon the Administrative Agent’s reasonable request, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), this sentence) and (biii) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan PartyParty in an amount greater than or equal to $10,000,000 individually or in the aggregate, to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to Lenderthe Administrative Agent. In no event shall compliance with this Section 6.12 5.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 5.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16Agreement.

Additional Loan Parties. Notify Lender at the time that Administrative Agent promptly after any Person becomes a SubsidiarySubsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary of the Lead Borrower, and promptly thereafter (and in any event within fifteen (15) days)Business Days) if requested by the Administrative Agent, (a) (i) cause any such Person (a) which is not a CFC, to (i) become a Loan Party Borrower or Guarantor by executing and delivering to Lender the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as Lender the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.16(b), xxxxx x Xxxx to Lender the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the type included in the Collateral Security Documents to secure the Obligations, and (iii) deliver to Lender the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to Lenderthe Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding Borrower or Guarantor or permit the foregoing provisions inclusion of this Section 6.12, any acquired assets in the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with computation of the requirements of Section 7.16Borrowing Base.

Additional Loan Parties. Notify Lender Promptly notify the Agent at the time that any Person becomes a Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic 9656966v810314033v12 Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) daysBusiness Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), cause any such Person (a) which is not a CFC, to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to Lender the Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document documents as Lender the Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx grant x Xxxx to Lender xx xxe Agent on such Person’s assets of the same type included in the that constitute Collateral to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) and favorable if reasonably requested by the Agent, deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lenderthe Agent; provided that, for the avoidance of doubt, notwithstanding anything to the contrary herein or in any other Loan Document, in no event shall any Subsidiary that is not a Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16thereto.

Additional Loan Parties. Notify Lender the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) daysBusiness Days or such longer period as may be agreed to by the KKR Representative in its reasonable discretion), cause any such Person (a) which is does not qualify as a CFC, Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering to Lender the Agent a Joinder joinder to this Agreement or a counterpart of joinder to the Facility Guaranty or such other document documents as Lender the KKR Representative shall deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to Lender the Agent on such Person’s Intellectual Property and other assets of the same type included in that constitute Collateral (other than for the Collateral avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may shall be limited to sixty-five percent (65%) % of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) % of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to Lenderthe KKR Representative (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign Law security or pledge agreements, deeds, filings or searches will be required)). In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16.

Additional Loan Parties. Notify Lender Promptly notify the Agent at the time that any Person becomes a Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, -109- and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) daysBusiness Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), cause any such Person (a) which is not a CFC, to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to Lender the Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document documents as Lender the Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender the Agent on such Person’s assets of the same type included in the that constitute Collateral to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) and favorable if reasonably requested by the Agent, deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lenderthe Agent; provided that, for the avoidance of doubt, in no event shall any Subsidiary that is not a Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16thereto.

Additional Loan Parties. Notify Lender at Additional U.S. Loan Parties. Subject to Applicable Law and any exceptions set forth in the time U.S. Security Agreement, each U.S. Loan Party shall cause (i) each of its Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement and (ii) any Domestic Subsidiary that any Person becomes a was an Excluded Subsidiary but has ceased to be an Excluded Subsidiary, and to become a U.S. Loan Party as promptly thereafter as reasonably practicable by executing a Joinder Agreement in substantially the form set forth as Exhibit D hereto (the “Joinder Agreement”). Upon execution and in any event within fifteen (15) days)delivery thereof, cause any each such Person (a) which is not a CFC, to (i) shall automatically become a U.S. Borrower (in the case of any Domestic Subsidiary that is a Restricted Subsidiary and is a beneficial owner of assets included in the U.S. Borrowing Base) or a U.S. Loan Guarantor hereunder, as the case may be, and thereupon shall have all of the respective rights, benefits, duties, and obligations in such capacity under the Loan Documents, and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the Agent, for the benefit of the Agent and the U.S. Lenders in any property (subject to the limitations with respect to Equity Interests set forth in paragraph (b) of this Section 5.11, the limitations with respect to real property set forth in paragraph (f) of this Section 5.11, Applicable Law and any other limitations set forth in the U.S. Security Agreement, and excluding property with respect to which the Agent and the Borrower Agent have reasonably determined that the cost of granting Liens on such property is excessive in relation to the value of the security to be afforded by such property) of such U.S. Loan Party by executing which constitutes U.S. Collateral, on such terms as may be required pursuant to the terms of the Collateral Documents and delivering in such priority as may be required pursuant to Lender the terms of the ABL Intercreditor Agreement. Subject to the approval of the Agent and the Co-Collateral Agent, each Domestic Subsidiary that executes a Joinder Agreement or a counterpart of the Facility Guaranty or pursuant to which such other document as Lender shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender on such Person’s assets of the type included in the Collateral to secure the Obligations, and (iii) deliver to Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any U.S. Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary Party agrees to be pledged may be limited to sixty-five percent bound as a U.S. Borrower hereunder shall permit the completion of a field examination and appraisal (65%at the U.S. Borrowers’ cost) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably with results satisfactory to Lender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding Agent and the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16Co-Collateral Agent.

Additional Loan Parties. Notify Lender the Agent at the time that any Person becomes a domestic Subsidiary, and promptly thereafter (and in any event within fifteen (15) daysBusiness Days or such longer period as may be agreed to by the Agent in its reasonable discretion), cause any such Person (a) which is does not qualify as a CFC, Non-Guarantor Subsidiary to (i) become a Loan Party by executing and delivering to Lender the Agent a Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as Lender the Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender the Agent on such Person’s Intellectual Property and other assets of the same type included in that constitute Collateral (other than for the Collateral avoidance of doubt, Real Estate and other Excluded Property) to secure the Obligations, and (iii) deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person (other than an Excluded Subsidiary) are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may shall be limited to sixty-five percent (65%) % of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) % of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to Lenderthe Agent (it being understood that in no event shall the Borrower be required to take any action outside of the United States in order to create or perfect any security interest in any Equity Interests of a foreign Subsidiary and no foreign Law security or pledge agreements, deeds, filings or searches will be required). In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16.

Additional Loan Parties. Notify Lender Promptly notify the Agent at the time that any Person becomes a Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) daysBusiness Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), cause any such Person (a) which is not a CFC, to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to Lender the Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document documents as Lender the Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to Lender the Agent on such Person’s assets of the same type included in the that constitute Collateral to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) and favorable if reasonably requested by the Agent, deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lenderthe Agent; provided that, for the avoidance of doubt, in no event shall any Subsidiary that is not a Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16thereto.

Additional Loan Parties. Notify Lender Any Subsidiary may, at the time that any Person becomes election of the North American Loan Party Agent or the Foreign Loan Party Agent, as applicable, become a Subsidiary, and promptly thereafter (and in any event Borrower hereunder within fifteen (15) days), cause any such Person (a) which is not a CFC, to the applicable Borrower Group for its jurisdiction of organization upon (i) become the execution and delivery to the Agent and/or Security Trustees (A) by such Subsidiary of a supplement or joinder to this Agreement, substantially in the form of Exhibit G, (B) by such Subsidiary of Security Documents in form and substance reasonably satisfactory to the Agent and the relevant Security Trustee as may be required for the relevant jurisdiction; provided that any such new Security Document shall be in substantially the same form as the comparable Security Documents to which the existing Loan Parties of the Loan Party by executing and delivering to Lender a Joinder Agreement or a counterpart Group of the Facility Guaranty or New Loan Party (if any) are party, (C) by a Senior Officer of the applicable Loan Party Agent for such Subsidiary of a (1) Borrowing Base Certificate for such Subsidiary effective as of not more than sixty (60) days preceding the date on which such Subsidiary becomes a Foreign Borrower and (2) written notice of such Subsidiary’s Applicable Foreign Borrower Commitment and (D) by such Subsidiary of a certificate (including delivery of related attachments) of the type described in Section 6.1(h) and such other document documents, instruments and agreements as Lender shall deem appropriate for such purposeAgent may reasonably require, and (ii) xxxxx x Xxxx to Lender on such Person’s assets the completion of the type included in the Collateral Agent’s due diligence to secure the Obligations, its reasonable satisfaction and (iii) deliver to Lender documents of the types referred to in clauses (iii) compliance procedures for applicable “know your customer” and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except anti-money laundering rules; provided that, if such Subsidiary is a CFC, the Equity Interests of prior to permitting such Subsidiary to be pledged may be borrow any Revolver Loans or obtain the issuance of any Letters of Credit hereunder, the Agent, in its discretion, shall have the right to conduct an appraisal and field examination with respect to such Subsidiary, including, without limitation, of (x) such Subsidiary’s practices in the computation of its Borrowing Base and (y) the assets included in such Subsidiary’s Borrowing Base and related financial information such as, but not limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary to, sales, gross margins, payables, accruals and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)reserves, in each case in formcase, content and scope prepared on a basis reasonably satisfactory to Lender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval Agent and at the sole expense of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16Subsidiary.

Additional Loan Parties. Notify Lender the Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) daysdays or such later date as the Agent may agree), cause any such Person (a) which is not a CFC, to (i) become a Loan Party by executing and delivering to Lender the Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as Lender the Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender the Agent on such Person’s assets (of the type included in the Collateral constituting Collateral) to secure the Obligations, and (iii) deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) % of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) % of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lenderthe Agent. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a BorrowerBorrower or permit the inclusion of any acquired assets in the computation of each Borrowing Base. Notwithstanding the foregoing provisions of this Section 6.12At all times, the parties hereto acknowledge and agree Loan Parties shall cause each Subsidiary that Xxxxx Mart Air, Inc. shall not be required is a “Loan Party” (as defined in the Revolving Credit Documents) to become remain a Loan Party as long as Borrowers are in compliance with under the requirements Loan Documents, except to the extent a release of Section 7.16such Loan Party from its obligations under the Revolving Credit Documents and the Loan Documents is permitted pursuant to the terms of the Revolving Credit Documents and the Loan Documents.

Additional Loan Parties. Notify Lender Promptly notify the Agent at the time that any Person becomes a Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, 109 and cause any such Person that is a wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary or a Domestic Subsidiary that owns (directly or indirectly) no material assets other than debt or Equity Interests in one or more Foreign Subsidiaries) to (a) promptly thereafter (and in any event within fifteen (15) daysBusiness Days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), cause any such Person (a) which is not a CFC, to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to Lender the Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document documents as Lender the Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x grant a Xxxx to Lender xx xxx Agent on such Person’s assets of the same type included in the that constitute Collateral to secure the ObligationsObligations and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); and (b) and favorable if reasonably requested by the Agent, deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in foregoing clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lenderthe Agent; provided that, for the avoidance of doubt, in no event shall any Subsidiary that is not a Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16thereto.

Additional Loan Parties. Notify Lender at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not Any Subsidiary organized under the laws of Australia, Belgium, Canada, the Netherlands, New Zealand, Singapore or the United Kingdom may, at the election of the North American Loan Party Agent, become a CFC, to Foreign Borrower hereunder within the applicable Foreign Borrower Group for its jurisdiction of organization upon (i) become the execution and delivery to Agent and/or Security Trustees (A) by such Subsidiary of a supplement or joinder to this Agreement, substantially in the form of Exhibit I, (B) by such Subsidiary of Security Documents in form and substance reasonably satisfactory to Agent and the relevant Security Trustee as may be required for the relevant jurisdiction (provided, that any such new Security Document shall be in substantially the same form as the comparable Security Documents to which the existing Loan Parties of the Loan Party by executing and delivering to Lender a Joinder Agreement or a counterpart Group of the Facility Guaranty or New Loan Party (if any) are party and, in any event, shall not be more onerous with respect to the obligations of such other document as Lender shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender on such Person’s assets of the type included New Loan Party than those contained in the Collateral Security Documents to secure which the Obligations, and other members of such New Loan Party’s Loan Party Group (iiiif any) deliver to Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)are party), and (bC) if any Equity Interests or Indebtedness by a Senior Officer of the applicable Loan Party Agent for such Subsidiary, of a (1) Borrowing Base Certificate for such Subsidiary effective as of not more than 25 days preceding the date on which such Subsidiary becomes a Foreign Borrower and (2) written notice of such Person are owned by or on behalf Subsidiary’s Applicable Foreign Borrower Commitment, and (ii) the completion of any Loan Party, Agent’s due diligence to pledge such Equity Interests its reasonable satisfaction and promissory notes evidencing such Indebtedness (except of compliance procedures for applicable “know your customer” and anti-money laundering rules; provided that, if such Subsidiary is a CFC, the Equity Interests of prior to permitting such Subsidiary to be pledged may be borrow any Revolver Loans or obtain the issuance of any Letters of Credit hereunder, the Agent, in its discretion, shall have the right to conduct an appraisal and field examination with respect to such Subsidiary, including, without limitation, of (x) such Subsidiary’s practices in the computation of its Borrowing Base and (y) the assets included in such Subsidiary’s Borrowing Base and related financial information such as, but not limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary to, sales, gross margins, payables, accruals and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)reserves, in each case in formcase, content and scope prepared on a basis reasonably satisfactory to Lender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to Agent and at the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval sole expense of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16Subsidiary.

Additional Loan Parties. Notify Lender Promptly notify the Agent at the time that any Person becomes a Subsidiary or any Person that is an Unrestricted Subsidiary becomes a Restricted Subsidiary, and cause any such Person that is a wholly-owned Domestic Subsidiary of the Domestic Borrower or that is a wholly-owned UK Subsidiary of the UK Borrower in each case that is a Restricted Subsidiary to (a) promptly thereafter (and in any event within fifteen (15) daysdays of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree), cause any such Person (a) which is not a CFC, to (i) become a Loan Party (including, if acceptable to the Agent, an additional borrower) by executing and delivering to Lender the Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document documents as Lender the Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender the Agent on such Person’s assets of the same type included in the that constitute Collateral (of Domestic Loan Parties of UK Loan Parties, as applicable) to secure the Obligationsapplicable portion of the Obligations (excluding any Material Real Estate) and take such actions as may be required under the Security Documents to perfect such Lien, and (iii) deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a); (b) in the case of Domestic Subsidiaries, promptly thereafter (and favorable in any event within ninety (90) days of such Person becoming a Subsidiary or a Restricted Subsidiary, as the case may be, or such later date as the Agent may agree) xxxxx x Xxxx on the Agent on such Person’s Material Real Estate to secure the Obligations and take such actions as may be required under the Security Documents to perfect such Lien; and (c) if reasonably requested by the Agent, deliver customary opinions of counsel to such Person (which shall cover, among other things, in connection with the legality, validity, binding effect and enforceability of the documentation referred to in clause foregoing clauses (a)), ) and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lenderthe Agent; provided that, for the avoidance of doubt, in no event shall any Subsidiary that is not a Domestic Subsidiary be required to guarantee or provide Collateral to secure any Obligations other than the UK Liabilities. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, permit the inclusion of any acquired assets in the computation of the Combined Borrowing Base until such time as the Agent has conducted its diligence with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16thereto.

Additional Loan Parties. Notify Lender at the time that Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within fifteen thirty (1530) daysdays (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion), ) (a) cause any such Person (a) which that is not a CFC, Domestic Subsidiary to (i) (A) become a Loan Party Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to Lender the Administrative Agent a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as Lender the Administrative Agent shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender the Collateral Agent on such Person’s assets of the type included in the Collateral to secure the Obligations, and (iii) deliver to Lender the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(a)(iii), 4.01(a)(iv) and (iv) of Section 4.01(a4.01(a)(xiii) and favorable at the reasonably request of the Administrative Agent, customary opinions of counsel to such Person (which shall cover, among other things, as to such matters concerning such Person and the legality, validity, binding effect and enforceability of Loan Documents as the documentation referred to in clause (a))Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness 128 of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) % of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) % of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to Lenderthe Administrative Agent. For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding Borrower or permit the foregoing provisions inclusion of this Section 6.12, any acquired assets in the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with computation of the requirements of Section 7.16Borrowing Base.

Additional Loan Parties. Notify Lender at the time It is understood and agreed that any Person becomes Subsidiary of the Borrower that is required by any Loan Document to execute a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) which is not a CFC, to (i) counterpart of this Agreement after the date hereof shall automatically become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party hereunder by executing and delivering to Lender a Joinder an Accession Agreement or a counterpart of the Facility Guaranty or other form reasonably acceptable to such other document as Lender shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender on such Person’s assets of the type included in Subsidiary and the Collateral to secure Agent. Concurrently with the Obligationsexecution and delivery of such instrument of accession or joinder, such Subsidiary shall take all such actions and (iii) deliver to Lender the Collateral Agent all such documents and agreements as such Subsidiary would have been required to deliver to the Collateral Agent on or prior to the date of this Agreement had such Subsidiary been a party hereto on the types referred to in clauses (iii) and (iv) date of Section 4.01(a) and favorable opinions of counsel to such Person (which this Agreement. Such additional materials shall coverinclude, among other things, supplements to Schedules 1.01, 1.03 and 4.01 (which Schedules shall thereupon automatically be amended and supplemented to include all information contained in such supplements) such that, after giving effect to the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness joinder of such Person are owned by or on behalf Subsidiary, each of any Loan PartySchedules 1.01, to pledge such Equity Interests 1.03 and promissory notes evidencing such Indebtedness (except that4.01 is true, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary complete and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), correct in each case in form, content and scope reasonably satisfactory to Lender. In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, all material respects with respect to any Subsidiary, an approval such Subsidiary as of the effective date of such Person accession or joinder. The execution and delivery of any such instrument of accession or joinder, and the amendment and supplementation of the Schedules hereto as a Borrower. Notwithstanding provided in the foregoing provisions of this Section 6.12immediately preceding sentence, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16a party to this Agreement. Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Additional Loan Parties. Notify Lender the Administrative Agent at the time that any Person becomes a Subsidiary, whether such Person shall be an Excluded Subsidiary (and if so, pursuant to which clause or clauses of the definition thereof), and promptly thereafter (and in any event within fifteen (15) 30 days), cause any such Person (a) which is not a CFCan Excluded Subsidiary, to (i) to become a Loan Party by executing and delivering to Lender a Joinder Agreement or a counterpart of the Facility Guaranty or such other document as Lender shall deem appropriate for such purpose, (ii) xxxxx x Xxxx to Lender the Collateral Agent on such Person’s assets of the type included in the types constituting Collateral to secure the ObligationsObligations by executing and delivering to the Administrative Agent a joinder to each of the Security Agreement and the Facility Guaranty and such other documents (including, to the extent applicable, Mortgages and Related Real Estate Collateral Security Agreements) as the Administrative Agent shall deem appropriate for such purpose and by complying with the Term Loan Priority Collateral Requirements with respect to any Material Real Estate Assets and Material Related Collateral Locations, (iiiii) deliver to Lender the Administrative Agent documents of the types referred to in clauses (iiiSections 4.01(g) and (iv4.01(k) of Section 4.01(a) and and, upon the Administrative Agent’s reasonable request, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), this sentence) and (biii) if any Equity Interests or Indebtedness of such Person are is owned by or on behalf of any Loan PartyParty in an amount greater than or equal to $10,000,000 individually or in the aggregate, to pledge such Equity Interests Indebtedness and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Indebtedness, in each case in form, content and scope reasonably satisfactory to Lenderthe Administrative Agent. In no event shall compliance with this Section 6.12 5.12 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 5.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16Agreement.

Additional Loan Parties. Notify Lender at the time that Agent promptly after any Person becomes a SubsidiarySubsidiary that is a direct wholly-owned Subsidiary of a Loan Party, and promptly thereafter (and in any event within fifteen thirty (1530) daysdays or such longer period as the Agent may agree), cause any such Person (a) which is not a CFC, CFC or Excluded Domestic Subsidiary to (i) become a Loan Party by executing and delivering to Lender the Agent a Joinder to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as Lender the Agent shall deem appropriate for such purpose, (ii) xxxxx gxxxx x Xxxx to Lender the Agent on such Person’s assets of the same type included in the that constitute Collateral to secure the Obligations, and (iii) deliver to Lender the Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable and, if requested by Agent, customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) % of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) % of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice)Subsidiary, in each case in form, content and scope reasonably satisfactory to Lenderthe Agent. In no event shall compliance with this Section 6.12 6.11 waive or be deemed a waiver or Consent consent to any transaction giving rise to the need to comply with this Section 6.12 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower. Notwithstanding Borrower or Guarantor hereunder or permit the foregoing provisions inclusion of this Section 6.12any acquired assets in the computation of the Aggregate Borrowing Base, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with Revolving Borrowing Base and/or the requirements of Section 7.16FILO Borrowing Base.