Common use of Subsidiaries, Partnerships and Joint Ventures Clause in Contracts

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing DateDate or which is listed on Schedule 6.1.3 hereto (excluding Koppers Assurance); and (ii) any Domestic Subsidiary formed under the laws of the United States or acquired a state thereof (and prior to the redemption of all the 2003 Senior Notes, any Subsidiary formed under the laws of Australia or any territory or state thereof) after the Closing Date which joins this Agreement as a Borrower or as a GuarantorGuarantor pursuant to Section 11.18 [Joinder of Guarantors], and, to provided that such Subsidiary and the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor JoinderLoan Parties, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to applicable, shall grant and perfect the Prior Security Interests cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the equity interests ofassets held by, and Collateral held bystock of or other ownership interests in, such Subsidiary; (iii) upon prior written notice to the Administrative Agent, any Subsidiary which is (a) not formed under the laws of the United States or a state thereof, (b) not a Guarantor hereunder, and (Dc) such diligence materials as to which the investment in respect of such Subsidiary (includingtogether with all other loans, without limitationadvances and investments to and in other such Subsidiaries) by the Loan Parties does not exceed the amount permitted under Section 8.2.4(vi), “know your customer”, liens, ERISA and labor matters(iv) as upon prior written notice to the Administrative Agent Agent, any Subsidiary formed under the laws of Luxembourg which is used to effect any Foreign Holding Company Reorganization. Any Subsidiary which executes a Guaranty of any Indebtedness under the 2003 Senior Notes shall reasonably requestexecute and deliver a Guaranty Agreement in favor of the Administrative Agent. Each Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii), each of the Loan Parties shall not become or agree to (1) become a party to general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a Joint Venture member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other than Permitted Investments Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture. At such time as the Borrower shall have redeemed all the 2003 Senior Notes and the security interests and other investments permitted pursuant Liens of the 2003 Trustee shall have terminated, the Administrative Agent shall and hereby is authorized by the Lenders to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized (i) release from the Guaranty Agreement all Guarantors which are not formed under the laws of Canada the United States or a state thereof, (ii) release all Collateral granted to the Administrative Agent by such foreign Guarantors which are released from the Guaranty Agreement, and (iii) reduce the pledge of 100% of the stock of any foreign Subsidiary owned by the Borrower or any political subdivision thereof that Guarantor which is formed under the laws of the United States or acquired any state thereof to a pledge in the amount of 65% of the stock of any foreign Subsidiary owned by the Canadian Borrower or any Guarantor which is formed under the laws of the United States or any state thereof. The Loan Parties hereby agree at all times after the Closing Date shall join this Agreement as a Guarantor redemption of the Canadian Liabilities in accordance with 2003 Senior Notes to cause 65% of the stock of any foreign Subsidiary owned by the Borrower or any Guarantor which is formed under the laws of the United States or any state thereof to be subject to the terms of this Section 7.2.9the Pledge Agreement in favor of the Administrative Agent as Collateral for the Obligations.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing DateDate or which is listed on Schedule 6.1.3 hereto (excluding Koppers Assurance); and (ii) any Domestic Subsidiary formed under the laws of Australia or acquired the United States or a state thereof after the Closing Date which joins this Agreement as a Borrower or as a GuarantorGuarantor pursuant to Section 11.18 [Joinder of Guarantors], and, to provided that such Subsidiary and the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor JoinderLoan Parties, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to applicable, shall grant and perfect the Prior Security Interests cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders Banks (in form and substance satisfactory to the Administrative Agent) in the equity interests ofassets held by, and Collateral held bystock of or other ownership interests in, such Subsidiary; (iii) upon prior written notice to the Administrative Agent, any Subsidiary which is (a) not formed under the laws of Australia or the United States or a state thereof, (b) not a Guarantor hereunder, and (Dc) such diligence materials as to which the investment in respect of such Subsidiary (includingtogether with all other loans, without limitationadvances and investments to and in other such Subsidiaries) by the Loan Parties does not exceed the amount permitted under Section 8.2.4(vi); and (iv) upon prior written consent of the Administrative Agent, “know your customer”any Subsidiary formed after the Closing Date which is not formed under the laws of Australia or the United States or a state thereof, liensor, ERISA and labor matters) as to the extent that the Administrative Agent has consented thereto, another country, which joins this Agreement as a Guarantor pursuant to Section 11.18, provided that such Subsidiary and the Loan Parties, as applicable, shall reasonably requestgrant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Banks (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary, and as to which the investment in such Subsidiary (together with all other loans, advances and investments to and in other such Subsidiaries) by the Loan Parties does not exceed the amount permitted under Section 8.2.4(vi). Each Any Subsidiary which executes a Guaranty of any Indebtedness under the 2003 Senior Notes shall execute and deliver a Guaranty Agreement in favor of the Administrative Agent. The Banks hereby consent to the incorporation of a new Bermuda corporation which will be a wholly owned Subsidiary of the Borrower, and the Banks hereby consent to the incorporation of a new Australian corporation which will be a wholly owned Subsidiary of WWV, provided that at the time of the incorporation of each such Subsidiary, such Subsidiary shall join this Agreement as a Guarantor and shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Banks in the assets held by, and stock and other ownership interests in, such Subsidiary, and the new Bermuda corporation shall pledge to the Administrative Agent for the benefit of the Banks the promissory note of WWV or such other Loan Party receiving a loan from the new Bermuda corporation. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii), each of the Loan Parties shall not become or agree to (1) become a party to general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a Joint Venture member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarityLoan Parties, or (3) become a joint venturer or hold a joint venture interest in any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall The Company covenants that it will not, and shall will not permit any of its Subsidiaries to Material Subsidiary to, own or create directly or indirectly any Subsidiaries other than (i) any Domestic Subsidiary which is a Material Subsidiary which has joined this Agreement as Guarantor on the Closing DateGuaranty Agreement; and (ii) any Domestic Non-Material Subsidiary, (iii) any Foreign Subsidiary existing as of the date of this Agreement and any Foreign Subsidiary formed and funded with investments made as permitted by paragraph 6E or acquired after the Closing Date which joins date of this Agreement as permitted under paragraph 6E, (iv) any Domestic Subsidiary which is a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Material Subsidiary formed or acquired after the Closing Date which joins date of this Agreement as permitted under paragraph 6G(v) and (v) any Domestic Subsidiary which is a Borrower or Material Subsidiary formed after the date of this Agreement which joins the Guaranty Agreement as a Guarantor, in each case Guarantor by delivering to the Administrative Agent Required Holders, within thirty (A30) days after the formation thereof (a) a signed Borrower Joinder Guaranty Agreement or Guarantor Joinder, as appropriate; joinder to the Guaranty Agreement and (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (Cb) documents necessary to grant and perfect the Prior Security Interests to the Administrative Collateral Agent for the benefit of the Lenders holders of the Notes in the equity interests of (or, as to CFCs, 65% of the equity interest of), and Collateral held byby (to the extent such perfection can be obtained by filing UCC financing statements), such Subsidiary; and (D) such diligence materials Subsidiary excluding the equity interests held in respect of such Subsidiary (includingany Foreign Holding Company, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized provided that recourse under the laws Guaranty Agreement of Canada or any political subdivision thereof that is formed or acquired by Foreign Holding Company shall be limited to the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Collateral pledged to secure such Guaranty Agreement.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to to, own or create directly or indirectly any Subsidiaries other than (i) any Significant Subsidiary (other than Canyon Fuel) which has joined this the Guaranty Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired which after the Closing Date becomes a Significant Subsidiary and which joins this Agreement as upon becoming a Borrower or as Significant Subsidiary becomes a Guarantor, and, to the extent not resulting Guarantor in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower accordance with Section 10.18 [Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loansof Guarantors] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests whose equity interests are pledged to the Administrative Agent for the benefit of the Lenders Banks in accordance with Section 10.18; and (iii) any Subsidiary which is not a Significant Subsidiary. The Borrower shall cause any of its Subsidiaries which at any time becomes a Significant Subsidiary to become a Guarantor in accordance with Section 10.18 [Joinder of Guarantors] and shall cause each owner of the equity interests of, and Collateral held by, thereof to pledge such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as equity interests to the Administrative Agent shall reasonably request. Each for the benefit of the Loan Parties Banks in accordance with Section 10.18. Except as shown on SCHEDULE 7.2.6, neither the Borrower nor any Subsidiary of the Borrower shall not become or agree to become (1) a party to general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, or (2) a Joint Venture member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Loan Parties.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary acquired pursuant to a Permitted Acquisition or any Subsidiary that is not a Domestic Subsidiary the creation of which is not prohibited by this Agreement, (ii) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (iiiii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case Guarantor by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, a signed Pledge Agreement, and a signed Security Agreement, as appropriateapplicable; (B) documents in the forms described in Section 6.1 7.1 [First LoansLoans and Letters of Credit] modified as appropriate; and (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary (provided that such equity interests will be limited to 65% if such Subsidiary is a Foreign Direct Subsidiary; and (D) such diligence materials in respect provided further that this clause shall not apply to any new Subsidiary that is neither a Foreign Direct Subsidiary nor a Person that is not organized under the laws of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably requestUnited States). Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than a Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. (a) Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary as permitted under Section 8.2.4 [Investments]. In addition to the Material Subsidiaries which has have joined this Agreement as Guarantor Guarantors on the Closing Date; and (ii) any Domestic , each US Subsidiary that is a Material Subsidiary formed or acquired by a Loan Party after the Closing Date which joins (or designated by the Borrower to be a Guarantor pursuant to paragraph (d) of this Section 8.2.9) shall, no later than sixty (60) days (or such longer period as agreed to by the Administrative Agent in writing in its sole discretion) after its becoming a Material Subsidiary (or being designated to be a Guarantor by the Borrower pursuant to paragraph (d) of this Section 8.2.9), join this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case Guarantor by delivering to the Administrative Agent (Ai) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (Bii) documents in the forms described in Section 6.1 7.1 [First LoansLoans and Letters of Credit] modified as appropriate; and (Ciii) documents Collateral Documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent, the UK Security Trustee or the Spanish Security Agent (as applicable) for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect applicable property of such Subsidiary (includingwhich, without limitationfor the avoidance of doubt, “know your customer”shall be limited to the kind and type of property pledged as Collateral on the Closing Date, lienstaking into account the jurisdiction of organization of such Subsidiary); provided that whether a Subsidiary shall be obligated to become a Guarantor and execute and deliver the Loan Documents described in clauses (i), ERISA (ii) and labor matters(iii) as above (and the respective forms thereof) shall be subject to the Agreed Guaranty Principles and the Agreed Security Principles. Subject to the Agreed Security Principles, each Loan Party creating or acquiring a Subsidiary shall grant and perfect a Prior Security Interest to the Administrative Agent, the UK Security Trustee or the Spanish Security Agent (as applicable) for the benefit of the Lenders in the Equity Interests of such Subsidiary. If, at any time, any Subsidiary of the Borrower is a borrower or guarantor under the 2022 Notes or any refinancing thereof, but is not a Guarantor hereunder, such Subsidiary shall reasonably request. join this Agreement as a Guarantor in the manner prescribed in this Section 8.2.9; provided that, in such case, the Agreed Guaranty Principles shall apply only if and to the extent that they apply under the 2022 Notes or such refinancing. (b) Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments Venture, except as permitted pursuant to under Section 7.2.4 8.2.4 [Loans Loans, Guaranties and Investments]. . (c) Guaranties and security documents required under paragraph (a) of this Section 8.2.9 shall be subject to the following limitations with respect to a Guarantor that is a French Person (a “French Guarantor”): (i) Its obligations hereunder and under its Guaranty Agreement and any other Loan Document shall apply only insofar as may be required to: (A) guarantee the payment obligations under the Loan Documents of its direct or indirect Subsidiaries which are or become a Loan Party from time to time under this Agreement and which are incurred by those Subsidiaries as borrowers (if they are not French Persons) and/or as borrowers or Guarantors (if they are French Persons); and (B) guarantee the payment obligations of the Borrower or other Guarantors which are not direct or indirect Subsidiaries of such French Guarantor, provided that in such case such guarantee shall (1) be limited to the payment obligations of all such other Guarantors under the Loan Documents and (2) not exceed an amount equal to the aggregate of all amounts borrowed by such other Guarantors under this Agreement (either directly or indirectly by way of intercompany loan(s) made to such other Guarantors directly or indirectly by the Borrower or by other Guarantors) and (without double counting) on-lent to such French Guarantor by way of intercompany loan(s), directly or indirectly from the Borrower or other Guarantors and outstanding from time to time (such amount being the “Maximum Guaranteed Amount”). (ii) Any payment made by a French Guarantor under paragraph (c)(i)(B) above shall reduce pro tanto the outstanding amount of the intercompany loans due by such French Guarantor to the Borrower or other Guarantor under the intercompany loans referred to in that paragraph. (iii) For purposes the avoidance of claritydoubt, any Subsidiary organized payment made by a French Guarantor in respect of the payment obligations of the Borrower or a Guarantor referred to in paragraph (c)(i)(B) above shall reduce the relevant Maximum Guaranteed Amount. Notwithstanding any other provision of this Section 8.2.9(c), the Guaranty Agreement of any French Guarantor or any other Loan Documents, no French Guarantor shall guarantee liabilities under any Loan Document which would result in such French Guarantor not complying with the French financial assistance rules as set out in article L.225-216 of the French Commercial Code (Code de Commerce) and/or would constitute a misuse of corporate assets within the meaning of article L.241-3, L.242-6 or L.244-1 of the French Commercial Code (Code de commerce) or any other applicable laws or regulations having the same effect, as interpreted by French courts. (iv) It is acknowledged that such French Guarantor is not acting jointly and severally with any other Loan Party as to its obligations pursuant to the guarantee given in accordance with this Section 8.2.9 and any guaranty agreement. (v) The representations and warranties made in Section 6 hereof and any covenants made by any French Guarantor shall be strictly limited to matters related to such French Guarantor and its Subsidiaries and shall not be joint and several with other Loan Parties. (d) The obligations and liabilities of any Guarantor that is a Spanish Person (a “Spanish Guarantor”) hereunder, under its Guaranty Agreement and under any other Loan Document, to the extent applicable on to any Spanish Guarantor, shall be deemed not to be assumed by such Spanish Guarantor to the extent that they constitute or may constitute unlawful financial assistance within the meaning of article 150 of the Spanish Companies Law (where the company is a Spanish public company (Sociedad Anónima)) or article 143 of the Spanish Companies Law (where the company is a Spanish limited liability company (Sociedad de Responsabilidad Limitada)). Accordingly, the obligations and liabilities of any Spanish Guarantor hereunder or under such other Loan Document, to the extent applicable on to any Spanish Guarantor, shall not include and shall not be extended to any repayment obligations in respect of financing used in or towards the payment of or refinancing of the purchase price or subscription for the shares or quotas in the Spanish Guarantor and/or the acquisition of or subscription for the shares or quotas in its controlling corporation directly or indirectly (or, where the company is a Spanish limited liability company (Sociedad de Responsabilidad Limitada), of any company of its group). The guarantee, indemnity and other obligations of any Spanish Guarantor incorporated as a Spanish limited liability company (Sociedad de Responsabilidad Limitada) expressed to be assumed by it under the laws guarantee of Canada any Spanish Guarantor shall not include and shall not extend to any obligations which could reasonably be expected to result in a breach of article 401 of the Spanish Capital Companies Act, to the extent the restrictions under article 401 of the Spanish Capital Companies Act may be applicable to such Spanish Guarantor. (e) In no event shall (i) the Aggregate Sales Percentage be less than 85% at any time, (ii) the Aggregate Asset Percentage be less than 85% at any time, or (iii) the Aggregate EBITDA Percentage be less than 85% at any political subdivision thereof time, it being understood and agreed that, the Borrower shall cause additional Subsidiaries (other than any Subsidiary that is formed a Joint Venture that is restricted from becoming a Guarantor pursuant to the terms of the applicable joint venture agreement) to become Guarantors and pledge certain assets as Collateral as provided in paragraph (a) of this Section 8.2.9 to the extent necessary to comply with this Section 8.2.9(d) within sixty (60) days (or acquired such longer period as agreed to by the Canadian Administrative Agent in writing in its sole discretion) after such percentages are not satisfied. (f) The Administrative Agent promptly shall cause a Guarantor to be released from its obligations hereunder, under its Guaranty Agreement and the other Loan Documents to which it is a party and any pledge of the Equity Interests of such Guarantor’s Subsidiaries to be released (to the fullest extent permitted by law), upon (a) certification by a Financial Officer on behalf of the Borrower to the Administrative Agent that such Guarantor is no longer (i) a Material Subsidiary and (ii) after giving effect to the Closing Date release of such Subsidiary as a Guarantor, the Loan Parties shall join be in compliance with the Aggregate Sales Percentage, Aggregate Asset Percentage and Aggregate EBITDA Percentage requirements set forth in paragraph (e) of this Section 8.2.9 or (b) the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary. In connection with any termination or release pursuant to this Section 8.2.9(f), the Administrative Agent, on behalf of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Lenders, shall execute and deliver (and is hereby authorized by each Lender) to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release.

Subsidiaries, Partnerships and Joint Ventures. (a) Each of the Loan Credit Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any as permitted under Section 7.4. Each US Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic or Canadian Subsidiary that is a Material Subsidiary formed or acquired by a Credit Party after the Closing Date which joins shall, no later than sixty (60) days (or such longer period as agreed to by Agent in writing in its sole discretion) after its formation or acquisition, join this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case Credit Party by delivering to the Administrative Agent (Ai) a signed Borrower Credit Party Joinder or Guarantor Joinder, modified as appropriate; (Bii) documents in the forms described in Section 6.1 [First Loans] 8.1 modified as appropriate; and (Ciii) documents Collateral Documents necessary to grant and perfect the Prior Security Interests a Lien (subject to the Administrative Agent Permitted Liens) in favor of Agent, for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect applicable property of such Subsidiary (includingwhich, without limitationfor the avoidance of doubt, “know your customer”shall be limited to the kind and type of property pledged as Collateral on the Closing Date) in each case prior and superior in right to any other Person (other than the rights of Persons pursuant to (x) Liens permitted pursuant to clause (z) of the definition of "Permitted Liens" and (y) Permitted Liens having priority by operation of Law). Each Credit Party creating or acquiring a Subsidiary shall grant and perfect a Lien (subject to Permitted Liens) to Agent, liens, ERISA for the benefit of the Lenders in the Equity Interests of such Subsidiary (excluding any Equity Interests to the extent constituting Excluded Property) in each case prior and labor matterssuperior in right to any other Person (other than the rights of Persons pursuant to (x) as Liens permitted pursuant to clause (z) of the Administrative Agent shall reasonably request. definition of "Permitted Liens" and (y) Permitted Liens having priority by operation of Law). (b) Each of the Loan Credit Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments Venture, except as permitted pursuant to under Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.97.4.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed Non-Material Subsidiary, (iii) any CFC existing on the Closing Date and any CFC created or acquired after the Closing Date as permitted under Section 8.2.4, (iv) any Subsidiary that is not a CFC formed after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case Guarantor by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 7.1 [First Loans] modified as appropriate; and (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of (or, as to CFCs, 65% of the equity interest of), and Collateral held by, such Subsidiary; and (D) , excluding the equity interests held in any Foreign Holding Company, provided that recourse under the Guaranty of any Foreign Holding Company shall be limited to the Collateral pledged to secure such diligence materials in respect of such Subsidiary (includingGuaranty. Except as set forth on Schedule 8.2.9, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments unless (i) the investment in such Joint Venture is permitted under Section 8.2.4(xi), and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes (ii) such Loan Party is not liable for the obligations of clarity, any Subsidiary organized under the laws such Joint Venture by operation of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Law.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Borrower or Guarantor on the Closing Date; and (ii) any Domestic Foreign Subsidiary; and (iii) any domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement either as (A) a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or (B) a Guarantor by delivering to the Administrative Agent a signed Guarantor Joinder, as appropriate; and in either case, such Subsidiary shall also deliver (B1) the documents in the forms described in Section 6.1 7.1 [First LoansLoans and Letters of Credit] modified as appropriate; appropriate and (C2) the documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; . Notwithstanding the foregoing, with respect to each Foreign Subsidiary that is acquired, formed or in existence after the Closing Date, the Equity Interests of which are held directly by any Loan Party, such Loan Party holding such Equity Interests shall execute and (D) deliver a Pledge Agreement and take such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) actions as may be necessary to ensure a valid first priority perfected Lien is granted to the Administrative Agent shall reasonably requestunder U.S. law over sixty five percent (65%) of the Equity Interests of such Foreign Subsidiary, such Pledge Agreement to be executed and delivered (unless waived by the Administrative Agent) within thirty (30) days after the date such Person becomes a Foreign Subsidiary (or such longer time period as Administrative Agent may determine). Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, own or create directly or indirectly any Subsidiaries Subsidiaries, other than (i) the Foreign Subsidiary, (ii) the Excluded Subsidiaries, which Subsidiaries, prior to dissolution in accordance herewith, shall not operate, hold assets or incur liabilities, (iii) any domestic Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (iiiv) any Domestic domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case Guarantor by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 7.1 [First Loans] modified as appropriate; and (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture Venture. Administrative Agent, for its benefit and the benefit of the Lenders, shall at all times have a first priority, perfected pledge, pursuant to the Pledge Agreement, of all issued and outstanding equity interests in the Borrower’s Subsidiaries other than Permitted Investments (a) the Excluded Subsidiaries as long as the Loan Parties remain in compliance with the second proviso of Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] and other investments permitted pursuant (b) the Foreign Subsidiary; provided, however, that with respect to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary Subsidiaries that are not organized or otherwise formed under the laws of Canada the United States or any political subdivision thereof that is formed or acquired by its territories (other than the Canadian Borrower after the Closing Date Foreign Subsidiary), such pledge shall join this Agreement as a Guarantor be limited to sixty-six and two-thirds (662/3) of the Canadian Liabilities in accordance with the terms of this Section 7.2.9all issued and outstanding equity interests thereof.