Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, Equity Interests of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary).

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

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three 15 Business Days after such Subsidiary is formed or acquired and, subject to preexisting Liens on such Subsidiary's assets and the terms thereof, promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests shares of capital stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three 15 Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

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

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's ’s assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, Equity Interests of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Pledge Agreement (if such Subsidiary owns capital stock or intercompany Indebtedness), the Security Agreement, the Indemnity Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement and as contemplated under each applicable Security Document in the manner provided therein agreement, within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests shares of Capital Stock or Indebtedness of such Subsidiary (other than an Unrestricted Subsidiary or a Leaseback Subsidiary) are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective DateDate or if an Immaterial Subsidiary is not dissolved or liquidated or merged into another Loan Party as contemplated by the Company, Holdings and the Borrower Company will notify the Administrative Agent, the Collateral Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower Company will cause such Subsidiary (i) to become a party to (A) the Guarantee AgreementGuaranty (or this Agreement if such Subsidiary shall be a Borrower hereunder by executing a Joinder in the form of Exhibit R), (B) the Indemnity Indemnity, Subrogation and Contribution Agreement, (C) the Security Agreement and (D) the Pledge Agreement, in each applicable Security Document case in the manner provided therein and within three ten (10) Business Days after such Subsidiary is formed or acquired and (ii) promptly to take such actions to create and perfect the Liens on such Subsidiary's ’s assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure granted under the Obligations Security Documents as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower Company will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three ten (10) Business Days after such Subsidiary is formed or acquired (except thatexcluding, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary ------------------------ is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests shares of capital stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, Equity Interests shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Adminis trative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower (i) will become a party to the Indemnity, Subrogation and Contribution Agreement, if it is not already party to such agreement, and (ii) will cause such Subsidiary to become a party to the Subsidiary Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three ten Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Senior Obligations as the Administrative Administra tive Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests shares of capital stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three ten Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 6565 % of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary Sub- sidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if such Subsidiary is a Restricted Subsidiary and any Equity Interests shares of capital stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, Equity Interests shares of common stock of such Subsidiary that are owned by or on behalf of the Borrower or a Subsidiary Loan Party and that are to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Closing Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Subsidiary Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and each other applicable Security Document in the manner provided therein within three ten Business Days after such Subsidiary is formed or acquired and promptly acquired, and, within fifteen Business Days after such Subsidiary is formed or acquired, take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests Interest in or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three ten Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary ----------------------- is formed or acquired after the Amendment Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests shares of capital stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, Equity Interests shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Subsidiary Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and each other applicable Security Document in the manner provided therein within three ten Business Days after such Subsidiary is formed or acquired and promptly acquired, and, within fifteen Business Days after such Subsidiary is formed or acquired, take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests Interest in or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three ten Business Days after such Subsidiary is formed or acquired (except that, if (x) such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party(y) in the reasonable opinion of the Borrower, Equity Interests the pledge of more than 65% of the outstanding capital stock of such Foreign Subsidiary would cause adverse tax consequences to the Borrower, the shares of common stock of such Foreign Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional Borrower Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Borrower Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Borrower Subsidiary to become a party to the Subsidiary Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three 30 Business Days after such Borrower Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Borrower Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests shares of capital stock or Indebtedness of any such additional Borrower Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three 30 Business Days after such Borrower Subsidiary is formed or acquired (except that, if such Borrower Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of common stock of such Borrower Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Borrower Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three 15 Business Days after such Subsidiary is formed or acquired and, subject to preexisting Liens on such Subsidiary's assets and the terms thereof (to the extent the same are permitted under this Agreement), promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests shares of capital stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three 15 Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of voting Equity Interests common stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and 110 each applicable Security Document in the manner provided therein within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if such Subsidiary is a Restricted Subsidiary and any Equity Interests shares of capital stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, Equity Interests shares of common stock of such Subsidiary that are owned by or on behalf of the Borrower or a Subsidiary Loan Party and that are to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary ------------------------ is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Pledge Agreement (if such Subsidiary owns capital stock or intercompany Indebtedness), the Security Agreement, the Indemnity Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement and as contemplated under each applicable Security Document in the manner provided therein agreement, within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests shares of Capital Stock or Indebtedness of such Subsidiary (other than an Unrestricted Subsidiary) are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the 105 Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. (a) If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Domestic Subsidiary Loan Partyand is not a Special Purpose Subsidiary, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Pledge Agreement (if such Subsidiary owns capital stock or intercompany Indebtedness), the Security Agreement, the Indemnity Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement (and any similar agreement relating to guarantees of any public debt of the Borrower) as contemplated under each applicable Security Document in the manner provided therein agreement, within three ten Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests shares of capital stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional ----------------------- Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, Equity Interests of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower Company will notify the Administrative Agent, the Collateral Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower Company will cause such Subsidiary (i) to become a party to (A) the Guarantee AgreementAgreement (or this Agreement if such Subsidiary shall be a Borrower hereunder), (B) the Indemnity Indemnity, Subrogation and Contribution Agreement, (C) the Security Agreement and (D) the Pledge Agreement, in each applicable Security Document case in the manner provided therein and within three ten (10) Business Days after such Subsidiary is formed or acquired and (ii) promptly to take such actions to create and perfect the Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure granted under the Obligations Security Documents as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower Company will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three ten (10) Business Days after such Subsidiary is formed or acquired (except thatexcluding, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Start 101 Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Subsidiary Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and each other applicable Security Document in the manner provided therein within three ten Business Days after such Subsidiary is formed or acquired and promptly acquired, and, within fifteen Business Days after such Subsidiary is formed or acquired, take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests Interest in or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three ten Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if such Subsidiary is a Restricted Subsidiary and any Equity Interests shares of capital stock or Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan Party, Equity Interests shares of common stock of such Subsidiary that are owned by or on behalf of the Borrower or a Subsidiary Loan Party and that are to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).

Additional Subsidiaries. If any additional Subsidiary of the Borrower or any Joint Venture (other than any Subsidiary or Joint Venture not owned by or on behalf of any Loan Party) is formed or acquired after the Effective Date, Holdings and the Borrower will notify the Administrative Agent and the Lenders thereof and (a) if such Subsidiary is a Subsidiary Loan Party, Holdings and the Borrower will cause such Subsidiary (other than a Foreign Subsidiary or a Joint Venture Subsidiary) to become a party to the Guarantee Agreement, the Indemnity Indemnity, Subrogation and Contribution Agreement and each applicable Security Document in the manner provided therein within three Business 10 Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary's assets (other than commercial delivery vehicles and leasehold interests in Stores) to secure the Obligations as the Administrative Agent or the Required Lenders shall reasonably request and (b) if any Equity Interests or Indebtedness of such Subsidiary or Joint Venture are owned by or on behalf of any Loan Party, Holdings and the Borrower will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement within three Business Days 10 days after such Subsidiary or Joint Venture is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a Subsidiary Loan PartySubsidiary, Equity Interests shares of common stock of such Subsidiary that are owned by or on behalf of any Loan Party and that are to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding voting Equity Interests shares of common stock of such Subsidiary).