Common use of Additional Subsidiary Guarantors Clause in Contracts

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

Additional Subsidiary Guarantors. Pursuant Subject to the provisions of Section 5.14 5.11(b) of the Credit Agreement, each Domestic Subsidiary (an "ADDITIONAL SUBSIDIARY") that was not in existence or not a subsidiary on the date thereof of the Credit Agreement is required to enter into this Agreement as a Subsidiary Guarantor upon becoming such a subsidiarySubsidiary. Upon execution and delivery, after the date hereof, by the Collateral Agent and an Additional such a Subsidiary of an instrument in the form of Annex 11 hereto, such Additional Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunder. The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional new Subsidiary Guarantor as a party to this Agreement.

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

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

Additional Subsidiary Guarantors. Pursuant to Section 5.14 the Senior Credit Agreement and the Second Priority Debt Documents, certain wholly owned Domestic Subsidiaries of Rite Aid which are acquired or organized after the Credit Agreement, each Subsidiary (an "ADDITIONAL SUBSIDIARY") that was not in existence or not a subsidiary on the date thereof is Restatement Effective Date are required to enter into this Agreement as a Subsidiary Guarantor upon becoming a subsidiaryprovided therein. Upon execution and delivery, after the date hereof, delivery by the Collateral Agent and an Additional a Subsidiary of Rite Aid of an instrument in the form of Annex 12, such Additional Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunderherein. The execution and delivery of any such instrument shall not require the consent of any Subsidiary Guarantor other party hereunder, and will be acknowledged by the Second Priority Collateral Trustee and the Senior Collateral Agents. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.14 5.08 of the Senior Credit AgreementFacility, each Subsidiary (an "ADDITIONAL SUBSIDIARY") of the Borrower that was not in existence or not a subsidiary on the date thereof of the Senior Credit Facility is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a subsidiarySubsidiary. Upon execution and delivery, delivery after the date hereof, hereof by the Senior Collateral Agent and an Additional such a Subsidiary of an instrument in the form of Annex 1, such Additional Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunderherein. The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.14 5.12 of the Credit Agreement, each Subsidiary (an "ADDITIONAL SUBSIDIARY") of the Borrower which is also a Subsidiary Loan Party that was not in existence or not a subsidiary on the date thereof of the Credit Agreement or was an Inactive Subsidiary is required to enter into this Agreement as a Subsidiary Guarantor (or upon ceasing to be an Inactive Subsidiary) upon becoming such a subsidiarySubsidiary. Upon execution and delivery, delivery after the date hereof, hereof by the Collateral Agent and an Additional such a Subsidiary of an instrument in the form of Annex 11 hereto, such Additional Subsidiary shall become a Subsidiary Guarantor hereunder with effect from and after the same force date of such execution and effect as if originally named as a Subsidiary Guarantor hereunderdelivery. The execution and delivery of any such instrument shall not require the consent of any Subsidiary other Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional new Subsidiary Guarantor as a party to this Agreement.

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

Additional Subsidiary Guarantors. Pursuant to Section 5.14 5.11 of the Credit AgreementAgreement (and the requirement thereunder that all actions be taken in order to cause the Collateral and Guarantee Requirement to be satisfied at all times), each Subsidiary (an "ADDITIONAL SUBSIDIARY") that was not in existence or not a subsidiary on the date thereof is certain Subsidiaries are required to enter into this Agreement as a Subsidiary Guarantor upon becoming a subsidiarythe occurrence of certain events. Upon execution and delivery, after the date hereof, by the Collateral Agent and an Additional such Subsidiary of an instrument in the form of Annex 1I, such Additional Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunder. The execution and delivery of any such instrument shall not require the consent of any Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.14 the Senior Debt Documents and the Second Priority Debt Documents, certain wholly owned Domestic Subsidiaries of Rite Aid which are acquired or organized after the Credit Agreement, each Subsidiary (an "ADDITIONAL SUBSIDIARY") that was not in existence or not a subsidiary on the date thereof is 2009 Restatement Effective Date are required to enter into this Agreement as a Subsidiary Guarantor upon becoming a subsidiaryprovided therein. Upon execution and delivery, after the date hereof, delivery by the Collateral Agent and an Additional a Subsidiary of Rite Aid of an instrument in the form of Annex 12, such Additional Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunderherein. The execution and delivery of any such instrument shall not require the consent of any Subsidiary Guarantor other party hereunder, and will be acknowledged by the Second Priority Collateral Trustee and the Senior Collateral Agent. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.14 5.08(a) of the Senior Credit AgreementFacility and provisions of certain of the Second Priority Debt Documents, each any Domestic Subsidiary (an "ADDITIONAL SUBSIDIARY") that was not in existence of Rite Aid which is acquired or not a subsidiary on organized after the date thereof of this Agreement is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a subsidiaryAgreement. Upon execution and delivery, after the date hereof, delivery by the Collateral Agent and an Additional a Subsidiary of Rite Aid of an instrument in the form of Annex 12, such Additional Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunderherein. The execution and delivery of any such instrument shall not require the consent of any Subsidiary Guarantor other party hereunder, and will be acknowledged by the Second Priority Collateral Trustee and the Senior Collateral Agent. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.14 5.10 of the Credit Agreement, each Subsidiary (an "ADDITIONAL SUBSIDIARY"other than any Foreign Subsidiary) that was not in existence or not a subsidiary on the date thereof Second Restatement Closing Date is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a subsidiarySubsidiary. Upon execution and delivery, delivery after the date hereof, hereof by the Collateral Agent and an Additional such a Subsidiary of an instrument a Supplement in the form of Annex 1, such Additional Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunderherein. The execution and delivery of any such instrument Supplement adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any Subsidiary other Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.14 5.11 of the Credit Agreement, each Subsidiary (an "ADDITIONAL SUBSIDIARY") Loan Party that was not in existence or not a subsidiary Subsidiary Loan Party on the date thereof of the Credit Agreement is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a subsidiarySubsidiary Loan Party. Upon execution and delivery, delivery after the date hereof, hereof by the Collateral Agent and an Additional such a Subsidiary Loan Party of an instrument in the form of Annex 1, such Additional Subsidiary Loan Party shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunderherein. The execution and delivery of any such instrument adding an additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Pursuant to Section 5.14 6.11 of the Credit Agreement, each Domestic Subsidiary (an "ADDITIONAL SUBSIDIARY") that was not in existence or not a subsidiary Subsidiary on the date thereof is required to enter into this Agreement as a Subsidiary Guarantor upon becoming a subsidiaryDomestic Subsidiary. Upon execution and delivery, after the date hereof, by the Collateral Agent and an Additional a Domestic Subsidiary of an instrument in the form of Annex 1, such Additional Domestic Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunder. The execution and delivery of any such instrument shall not require the consent of any Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional new Subsidiary Guarantor as a party to this Agreement.