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; (ii) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 10.19 [Joinder of Guarantors], and (iii) any of the Excluded Subsidiaries, provided that the Required Banks shall have consented to any formation of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in such Subsidiary's inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such Subsidiary. Each of the Loan Parties shall not become or agree to (1) become a 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 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 Loan Parties or Excluded Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) Non-Guarantor Subsidiaries, including any Securitization Subsidiary which has joined this Agreement as Guarantor on is the Closing Date; subject of clause (iii) below) which are not Significant Subsidiaries, (ii) any Significant Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to has complied with Section 10.19 11.13 [Joinder of GuarantorsRequirements for Significant Subsidiaries], and (iii) any of the Excluded Subsidiaries, provided that the Required Banks shall have consented to any formation of each Securitization Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens whose equity interests are pledged to the Collateral Agent for the benefit of the Banks Lenders (with the Pledge Agreement therefor to be in such Subsidiary's inventory form and substance satisfactory to the assets (excluding Excluded AssetsAdministrative Agent) held byand which has otherwise complied with Section 11.13 [Requirements for Significant Subsidiaries]; provided, and stock however, notwithstanding the foregoing, to the extent that any Subsidiary of or other ownership interests inthe Borrower provides a guaranty under any Unsecured Senior Notes Indenture, such SubsidiarySubsidiary shall be required to join as a Guarantor under this Agreement. Each Neither the Borrower nor any Subsidiary of the Loan Parties Borrower shall not become or agree to (1) become a 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 member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members company or managers of, or hold limited liability company interests in, other Loan Parties or Excluded Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint 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 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; (ii) any 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 date of this Agreement as permitted under paragraph 6E, (iv) any Domestic Subsidiary which is a Material Subsidiary acquired after the date of this Agreement as permitted under paragraph 6G(v) and (v) any Domestic Subsidiary which is a Material Subsidiary formed after the Closing Date date of this Agreement which joins this the Guaranty Agreement as a Guarantor pursuant by delivering to Section 10.19 [Joinder of Guarantors]the Required Holders, within thirty (30) days after the formation thereof (a) a Guaranty Agreement or joinder to the Guaranty Agreement and (iiib) any of the Excluded Subsidiaries, provided that the Required Banks shall have consented documents necessary to any formation of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens perfect Prior Security Interests to the Collateral Agent for the benefit of the Banks holders of the Notes in such Subsidiary's inventory and the assets equity interests of (excluding Excluded Assets) held byor, as to CFCs, 65% of the equity interest of), and stock of or other ownership interests inCollateral held by (to the extent such perfection can be obtained by filing UCC financing statements), such Subsidiary. Each of Subsidiary excluding the Loan Parties shall not become or agree to (1) become a general or limited partner equity interests held in any general or Foreign Holding Company, provided that recourse under the Guaranty Agreement of any Foreign Holding Company shall be limited partnership, except that to the Loan Parties may be general or limited partners in other Loan Parties, (2) become a 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 Loan Parties or Excluded Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint ventureCollateral 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, 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; (ii) any Subsidiary formed which after the Closing Date becomes a Significant Subsidiary and which joins this Agreement as upon becoming a Significant Subsidiary becomes a Guarantor pursuant to in accordance with Section 10.19 10.18 [Joinder of Guarantors], ] and (iii) any of the Excluded Subsidiaries, provided that the Required Banks shall have consented to any formation of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens whose equity interests are pledged to the Administrative Agent for the benefit of the Banks in such Subsidiary's inventory accordance with Section 10.18; and the assets (excluding Excluded Assetsiii) held by, and stock of or other ownership interests in, such any Subsidiary which is not a Significant Subsidiary. Each 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 Loan Parties equity interests thereof to pledge such equity interests to the Administrative Agent for the benefit of the 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) become a 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) become a 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 Loan Parties or Excluded Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint ventureParties.

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; (ii) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 10.19 11.18 [Joinder of Guarantors], and (iii) any of the Excluded Subsidiaries, provided that the Required Banks Lenders shall have consented to any formation of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks Lenders in such Subsidiary's ’s inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such Subsidiary. Each of the Loan Parties shall not become or agree to (1) become a 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 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 Loan Parties or Excluded Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

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 Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 10.19 10.18 [Joinder of Guarantors], and (iii) any of the Excluded SubsidiariesForeign Subsidiary, provided that the Required Banks shall have consented to any formation total amount of each Subsidiary described the Restricted Investment in clause Foreign Subsidiaries which do not join this Agreement as Guarantors may not exceed the amounts permitted under Section 7.2.4, and (iiiv) and joinder by such Subsidiary to any Excluded Domestic Subsidiary, provided that the total amount of the Restricted Investment in Excluded Domestic Subsidiaries which do not join this Agreement and as Guarantors may not exceed the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in such Subsidiary's inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such Subsidiaryamounts permitted under Section 7.2.4. Each of the Loan Parties shall not become or agree to (1) become a 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 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 Loan Parties or Excluded SubsidiariesParties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties Holdings shall not, and shall not permit any of its Material Subsidiaries to, own own, acquire, or create directly or indirectly any Subsidiaries Material Non-AGC Subsidiary other than (i) any Subsidiary Material Non-AGC Subsidiaries each of which has joined this Agreement as a Guarantor on the Closing Date; (ii) at any Subsidiary formed time after the Closing Date which joins this Agreement as a Guarantor pursuant to in accordance with Section 10.19 10.18 [Joinder of Guarantors]; provided, and (iii) any of the Excluded Subsidiarieshowever, provided that the Required Banks parties hereto acknowledge and agree that AGRI and AGRO shall not be required to become Guarantors and deliver all required documents pursuant to Section 10.18 unless Loans have consented to any formation been incurred by, or Letters of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent Credit issued for the benefit of the Banks account of, Holdings, AGRO and/or AGRI as contemplated in such Subsidiary's inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such SubsidiarySection 6.02(b). Each of the Loan Parties Holdings and its Material Subsidiaries shall not become or agree to become (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties Holdings or any of its Material Subsidiaries may be general or limited partners in any other Loan PartiesMaterial Subsidiary, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties Holdings or any of its Material Subsidiaries may be members or managers of, or hold limited liability company interests in, other Loan Parties or Excluded Material Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint ventureventure except that Holdings or any of its Material Subsidiaries may be a party to a joint venture (A) that would not otherwise be a Material Subsidiary were it a Subsidiary of Holdings, and (B) as to which neither Holdings nor any Material Subsidiary is directly or indirectly jointly or severally liable for any act or omission of the joint venture beyond the amount of its investment therein.

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 is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; , and (iiiv) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 10.19 11.19 [Joinder of Guarantors], and (iii) any of the Excluded Subsidiaries, provided that the Required Banks shall have consented to any formation of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in such Subsidiary's inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such Subsidiary. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan PartiesParties and except that the 77 Loan Parties or their Subsidiaries may be a limited partner in a Permitted Related Business Opportunity, (2) become a 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 Loan Parties and except that the Loan Parties or Excluded Subsidiariestheir Subsidiaries may be members or managers of, or hold limited liability company interests in a Permitted Related Business Opportunity, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except that the Loan Parties or their Subsidiaries may become a joint venturer in or hold a joint venture interest in any joint venture that is a Permitted Related Business Opportunity.

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 Guarantor on the Closing DateDate or which is listed on Schedule 6.1.3 hereto (excluding Koppers Assurance); (ii) any Subsidiary formed under the laws of the United States or a state thereof after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 10.19 11.13 [Joinder of Guarantors], and (iii) any of the Excluded Subsidiaries, provided that the Required Banks shall have consented to any formation of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Banks Lenders (in such Subsidiary's inventory form and substance satisfactory to the Administrative Agent) in the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary and (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary. Each Except as set forth on Schedule 8.2.9 and to the extent permitted by clause (vii) of Section 8.2.4 [Loans and Investments], each of the Loan Parties shall not become or agree to (1) become a 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 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 Loan Parties or Excluded SubsidiariesParties, or (3) become a joint venturer or hold party to a joint venture interest in any joint ventureJoint Venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries 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; (ii) any Subsidiary formed which after the Closing Date becomes a Significant Subsidiary and which joins this Agreement as upon becoming a Significant Subsidiary becomes a Guarantor pursuant to in accordance with Section 10.19 10.18 [Joinder of Guarantors], ] and (iii) any of the Excluded Subsidiaries, provided that the Required Banks shall have consented to any formation of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens whose equity interests are pledged to the Administrative Agent for the benefit of the Banks Lenders in such Subsidiary's inventory accordance with Section 10.18; and the assets (excluding Excluded Assetsiii) held by, and stock of or other ownership interests in, such any Subsidiary which is not a Significant Subsidiary. Each 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 and shall cause each owner of the Loan Parties equity interests thereof to pledge such equity interests to the Administrative Agent for the benefit of the Lenders 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) become a 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) become a 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 Loan Parties or Excluded Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint ventureParties.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties Holdings shall not, and shall not permit any of its Material Subsidiaries to, own own, acquire, or create directly or indirectly any Subsidiaries Material Non-AGC Subsidiary other than (i) any Subsidiary Material Non-AGC Subsidiaries each of which has joined this Agreement as a Guarantor on the Closing Date; (ii) at any Subsidiary formed time after the Closing Date which joins this Agreement as a Guarantor pursuant to in accordance with Section 10.19 10.18 [Joinder of Guarantors]; provided, and (iii) any of the Excluded Subsidiarieshowever, provided that the Required Banks parties hereto acknowledge and agree that AGRI and AGRO shall have consented not be required to any formation of each Subsidiary described in clause become Guarantors and deliver all required documents pursuant to Section 10.18 until sixty (ii60) and joinder by such Subsidiary to this Agreement and days after the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in such Subsidiary's inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such SubsidiaryEffective Date. Each of the Loan Parties Holdings and its Material Subsidiaries shall not become or agree to become (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties Holdings or any of its Material Subsidiaries may be general or limited partners in any other Loan PartiesMaterial Subsidiary, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties Holdings or any of its Material Subsidiaries may be members or managers of, or hold limited liability company interests in, other Loan Parties or Excluded Material Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint ventureventure except that Holdings or any of its Material Subsidiaries may be a party to a joint venture (A) that would not otherwise be a Material Subsidiary were it a Subsidiary of Holdings, and (B) as to which neither Holdings nor any Material Subsidiary is directly or indirectly jointly or severally liable for any act or omission of the joint venture beyond the amount of its investment therein.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries 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; (ii) any Subsidiary formed which after the Closing Date becomes a Significant Subsidiary and which joins this Agreement as upon becoming a Significant Subsidiary becomes a Guarantor pursuant to in accordance with Section 10.19 10.18 [Joinder of GuarantorsRequirements for Significant Subsidiaries], ; 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. Except as shown on Schedule 7.2.6, neither the Borrower nor any Subsidiary of the Excluded Subsidiaries, provided that the Required Banks Borrower shall have consented to any formation of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in such Subsidiary's inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such Subsidiary. Each of the Loan Parties shall not become or agree to become (1) become a 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) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that (A) the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties or Excluded and (B) the Loan Parties may make an Investment in a Permitted Joint Venture; provided, however, that the aggregate permitted Investments in all Permitted Joint Ventures shall not at any time exceed, for all Loan Parties and their Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint venture$25,000,000.

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 Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor as and to the extent required by Section 7.1.11 or becomes subject to the Pledge Agreement pursuant to Section 10.19 10.18 [Joinder of Guarantors]Guarantors or Pledge under Pledge Agreement] as and to the extent required by Section 7.1.11, and (iii) any subject to the restrictions set forth in this Section 7.2.8, it being understood that 65% of the Excluded Subsidiariesissued Partnership Interests, provided that the Required Banks shall have consented to any formation LLC Interests and Subsidiary Shares of each Foreign Subsidiary described in clause (iiother than a Designated Foreign Subsidiary or a Foreign Subsidiary which is a Subsidiary of a Foreign Subsidiary) and joinder by such 100% of the issued Partnership Interests, LLC Interests and Subsidiary Shares of each Domestic Subsidiary (which is not a Subsidiary of a Foreign Subsidiary) shall at all times be subject to this a first-lien security interest under the Pledge Agreement and the other Loan Documents and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens subject to the Agent for the benefit of the Banks restrictions set forth in such Subsidiary's inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such Subsidiarythis Section 7.2.8. Each of the Loan Parties Restricted Subsidiaries shall not become or agree to (1) become a 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 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 Loan Parties or Excluded SubsidiariesParties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties Borrowers 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 Borrower on the Closing Date; and (ii) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor Borrower pursuant to Section 10.19 10.18 [Joinder of GuarantorsJoinder], and (iii) any of the Excluded Subsidiaries, provided that the Required Banks shall have consented to any such formation of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the Loan PartiesBorrowers, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in such Subsidiary's inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such Subsidiary. Each of the Loan Parties Borrowers shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties Borrowers may be general or limited partners in other Loan PartiesBorrowers, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties Borrowers may be members or managers of, or hold limited liability company interests in, other Loan Parties or Excluded SubsidiariesBorrowers, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then (A) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) the assets of such Subsidiary shall not be pledged to any Person other than the Agent.