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 a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 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 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [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 (3) become a party to a Joint 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 which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; (ii) Inactive Subsidiaries in existence on the Closing Date; (iii) existing investments in Permitted Joint Ventures described on Schedule 8.2.9 or future investments as permitted under Section 8.2.9(b) hereof; and (iv) 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 11.13 [Joinder of Guarantors], and provided further that such no Subsidiary and formed after the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to date of this Agreement which is formed under the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary laws of a Foreign Subsidiary, (v) Persons acquired foreign county shall be required to join as a Guarantor if such joinder would result in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiarymaterial adverse tax consequences. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 (3) become a party joint venturer or hold a joint venture interest in any joint venture. (b) Borrower and its Subsidiaries shall be permitted to create, invest in or acquire interests in corporations or other entities formed under the laws of nations other than the United States and its political subdivisions (each a “Permitted Joint Venture”) provided that in each such case the following conditions are met: (i) Borrower shall provide the Administrative Agent notice of any such investment or acquisition not later than 15 days prior to such investment or acquisition; and (ii) The total amount of investments and acquisitions (measured at the time of each such investment or acquisition) made under this Section 8.2.9(b) (including any indebtedness of such Permitted Joint Venture guaranteed by Borrower or any Subsidiary of Borrower) on or after the Closing Date together with investments and loans made under Section 8.2.4 in investments and loans described in clause (iv) of the Definition of “Permitted Investments” (using the computation methodology set forth in such clause (iv)) made on or after the Closing Date, shall not exceed $40,000,000 in the aggregate at any time.

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 than: (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; and (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 11.13 11.18 [Joinder of Guarantors], provided that the Required Lenders shall have consented to such formation and joinder and such Subsidiary (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)) 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(ivnow existing or hereafter acquired), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary). Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each Each of the Loan Parties shall not become or agree to 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, (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)), except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a party to joint venturer or hold a Joint Venturejoint venture interest in any joint venture, (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (now existing or hereafter acquired)).”

Subsidiaries, Partnerships and Joint Ventures. Each of Neither the Loan Parties shall notBorrower nor any Subsidiary thereof will either: (a) form or acquire any corporation or company which would thereby become a Subsidiary; or (b) form or enter into any partnership as a limited or general partner or form or enter into any joint venture; provided, and shall not permit any of its Subsidiaries tohowever, own or create directly or indirectly any Subsidiaries other than that (i) the Borrower and any direct or indirect wholly-owned Subsidiary thereof may form other direct or indirect wholly-owned Subsidiaries thereof so long as (A) prior to the formation thereof the Borrower shall have given the Administrative Agent at least five (5) Business Days’ advance written notice of its intention to form such Subsidiary, (B) such newly formed Subsidiary shall have executed and delivered, in favor of the Administrative Agent, a Subsidiary Guaranty and a Subsidiary Security Agreement contemporaneously with the formation thereof, (C) such newly formed Subsidiary shall be in the same line of business as the Borrower or any Subsidiary which has joined this Agreement as a Guarantor on of the Closing Date Borrower, and (D) after forming such Subsidiary, no Default or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance); Event of Default shall have occurred and be continuing, and (ii) the Borrower and any direct or indirect wholly-owned Subsidiary formed under thereof may form other Subsidiaries that are not wholly-owned Subsidiaries so long as (A) prior to the laws of formation thereof the United States or a state thereof after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, Borrower shall grant and cause to be perfected first priority Liens to have given the Administrative Agent at least ten (10) Business Days’ advance written notice of its intention to form such Subsidiary, along with the names of the other owners thereof, (B) such Subsidiary shall not be a general partnership (or other similar entity as to which the equity holders shall have general liability for the benefit debt and obligations of such entity), (C) the Borrower shall, directly or indirectly, hold more than fifty percent (50%) of the Lenders issued and outstanding voting equity interests (or of the capital or profits) of such Subsidiary having ordinary voting power to elect a majority of the board of directors, managers or other persons having authority over the general business and affairs of such Subsidiary, (D) the Borrower shall have pledged, or caused to be pledged, in favor of the Administrative Agent pursuant to a pledge agreement in form and substance satisfactory acceptable to it, all of the Administrative Agent) equity and other interests held by the Borrower, either directly or indirectly, in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (ivE) Foreign Subsidiaries such newly formed Subsidiary shall be in the same line of business as the Borrower or any Subsidiary of the Borrower as of the date of its formation; and any subsidiary of a Foreign (F) after forming such Subsidiary, (v) Persons acquired no Default or Event of Default shall have occurred and be continuing. In addition and for the avoidance of doubt, the Borrower and each direct or indirect Subsidiary thereof may enter into such joint venture transactions or partnerships, or form such Subsidiaries, not otherwise expressly permitted by this Section 6.4 to the extent approved in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant writing from time to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to time by the Administrative Agent for the benefit of the Lenders (in form its sole and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [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 (3) become a party to a Joint Ventureabsolute discretion.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall notOwn or create, and shall not permit any of its Subsidiaries to, own or create --------------------------------------------- directly or indirectly indirectly, any Subsidiaries other than (ia) any Subsidiary which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto 3.8, and (excluding Koppers Assurance); (iib) any Subsidiary formed under the laws of the United States or a state thereof acquired after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.13 [Joinder of Guarantors], the applicable Security Documents; provided that (i) the Lender -------- shall have consented to such formation and joinder, (ii) such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected a valid first priority Liens (subject only to the Administrative Agent for the benefit Permitted Liens) security interest in favor of the Lenders (in form and substance satisfactory to the Administrative Agent) Collateral Trustee in the assets held byby such Subsidiary, and stock (iii) each applicable Loan Party shall grant a valid first priority security interest in favor of the Collateral Trustee in the stock, limited or general partnership interests, limited liability company interests or other ownership interests in, held by the applicable Loan Party in such Subsidiary; (iii) Excluded Subsidiaries , and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv)the Lender shall have received legal opinions relating to the matters described above, which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, opinions shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders (in form and substance substance, and from counsel, reasonably satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such SubsidiaryLender. Except as set forth on Schedule 8.2.9 and pursuant to the extent permitted by Section 8.2.4(vii) [Loans and Investments]foregoing sentence, each of neither the Borrower nor any other Loan Parties Party shall not become or agree to (1A) become a general or limited partner in any general or limited partnership, except that the Borrower or another Loan Parties Party may be general or limited partners in other Loan Parties, (2B) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrower and the other Loan Parties may be members become a member or managers manager of, or hold a limited liability company interests interest in, other Loan Parties, or (3C) become a party shareholder in any corporation, except that the Borrower and the other Loan Parties may become shareholders in other Loan Parties, (D) become a joint venturer or hold a joint venture interest in any joint venture, or (E) make any other Investments (except those permitted pursuant to a Joint VentureSection 6.8) in any Person.

Subsidiaries, Partnerships and Joint Ventures. Each None 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) Excluded Subsidiaries; (ii) any Subsidiary which that has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto Date; and (excluding Koppers Assurance); (iiiii) any Subsidiary (other than an Excluded Subsidiary) acquired or formed under the laws of the United States or a state thereof after the Closing Date which joins this Agreement within 20 Business Days after the date of acquisition or formation thereof as a Guarantor pursuant by delivering to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary the Administrative Agent and the Loan PartiesCollateral Trustee, as applicable, shall (A) a signed Guarantor Joinder, (B) documents in the forms described in Section 7.1 [Conditions to Amendment and Restatement; Conditions of Lending and Issuance of Letters of Credit], modified as appropriate, and (C) documents necessary to grant and cause to be perfected first priority Liens perfect Prior Security Interests to the Administrative Agent Collateral Trustee for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) Secured Parties in the assets equity interests required to be pledged hereunder of, and Collateral held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded provided, however, that Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons formed or acquired in accordance connection with Section 8.2.6(iv), which Permitted Acquisitions shall join this Agreement as Guarantors pursuant but shall not be required to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens a security interest to the Administrative Agent Collateral Trustee for the benefit of the Lenders Secured Parties in the equity interests of, and property and other assets held by, such Subsidiaries or deliver documentation under clause (C) above. The foregoing requirements shall not apply to Subsidiaries of CNX Gas; provided that if a Subsidiary of CNX Gas becomes a guarantor under the CNX Gas Credit Agreement, concurrently therewith, such Subsidary shall deliver a signed joinder to the CNX Gas Guaranty Agreement (in the form and substance satisfactory attached thereto) to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent in connection with an Investment permitted by Section 8.2.4(vii) 8.2.4 [Loans and Investments]] or as a result of a Permitted Acquisition, each none 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, or (2) become a member or manager of, or hold a limited liability company an equity 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 (3) become a party to a 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 a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; and (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 11.13 10.18 [Joinder of Guarantors]; provided, provided however, that such Subsidiary and the Loan Parties, as applicable, Parties may own Offshore Subsidiaries and Subsidiaries engaged in the retail sale of goods in Puerto Rico and such Offshore Subsidiaries and Puerto Rican Subsidiaries shall grant and cause to not be perfected first priority Liens subject to the Administrative Agent for requirements of Subclauses (i) and (ii) directly above, and provided further that the benefit aggregate amount provided by the Loan Parties of the Lenders (in form all investments in, loans or advances to, and substance satisfactory to the Administrative Agent) other capitalization of any nature of all Offshore Subsidiaries and of such Subsidiaries engaged in the assets held by, and stock retail sale of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired goods in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, Puerto Rico shall grant and 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 assets held by, and stock of or other ownership interests in, such Subsidiarynot exceed $5,000,000. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 (3) become a party joint venturer or hold a joint venture interest in any joint venture except that the Loan Parties may make loans, advances and investments to or in G Too, LLC, a Joint Venture.joint venture between Borrower and Angus & Coote Holdings Ltd. (such joint venture doing business as "Goldmark") in an aggregate amount not to exceed the following respective maximum amount during the corresponding period set forth below: PERIOD: MAXIMUM AMOUNT: Closing Date to the First Anniversary of Closing Date $4,000,000 First Anniversary of Closing Date to the Second Anniversary of Closing Date $6,000,000 Second Anniversary of Closing Date to the Third Anniversary of Closing Date $8,000,000

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 a Guarantor on is the Closing Date or subject of clause (iii) below) which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance); are not Significant Subsidiaries, (ii) any Significant 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 has complied with Section 11.13 [Joinder of GuarantorsRequirements for Significant Subsidiaries], provided that such and (iii) any Securitization 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 Collateral Agent for the benefit of the Lenders (with the Pledge Agreement therefor to be in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance which has otherwise complied with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of GuarantorsRequirements for Significant Subsidiaries]; provided, provided that such Subsidiary and however, notwithstanding the Loan Partiesforegoing, as applicable, shall grant and 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 assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each that any Subsidiary of the Loan Parties Borrower provides a guaranty under any Unsecured Senior Notes Indenture, such Subsidiary shall not be required to join as a Guarantor under this Agreement. Neither the Borrower nor any Subsidiary of the Borrower shall 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, company or a joint venturer or hold a joint venture interest in any joint venture: (1) except that the Loan Parties may make an Investment in a Permitted Joint Venture, so long as the Borrower and its Subsidiaries at all times are in compliance with all requirements of the following clauses (A) through (H) or to the extent otherwise permitted under Section 8.2.14 [Loans and Investments]: (A) the Permitted Joint Venture is either a corporation, limited liability company, trust, or a limited partnership or another form of an entity or arrangement that permits the Borrower and its Subsidiaries to limit their liability, as a matter of Law, for the obligations of the Permitted Joint Venture; (B) the Investment made in a Permitted Joint Venture permitted under clause(1)(A) immediately above is either (y) of the type described in clauses (i), (ii) or (iv) of the definition of Investment, or (z) of the type described in clauses (iii) or (v) of the definition of Investment and, on the date such Investment is made, the amount of the Guaranty or other obligation, as the case may be, is reasonably estimable; (C) other than the amount of an Investment permitted under clause (1)(B) immediately above of the type described in clause (iii) or clause (v) of the definition of Investment, there is no recourse to any Loan Party or any Subsidiary of any Loan Party for any Indebtedness or other liabilities or obligations (contingent or otherwise) of the Permitted Joint Venture; (D) to the extent the Investment in any such Permitted Joint Venture exceeds $50,000,000, at least five (5) Business Days prior to making any Investment in a Permitted Joint Venture which is otherwise permitted by this clause (1) of this Section 8.2.6, the Borrower shall have delivered to the Administrative Agent all material agreements, documents and instruments in connection with or related to such Investment; (E) the Borrower and its Subsidiaries shall be in compliance with the covenants contained in Sections 8.2.10 [Maximum Leverage Ratio], 8.2.11 [Maximum Senior Secured Leverage Ratio], and 8.2.12 [Minimum Interest Coverage Ratio] determined on a pro forma basis after giving effect to each Investment permitted by this clause (1) of this Section 8.2.6 (including in such computation Indebtedness or other liabilities assumed or incurred in connection with such Investment as if such liabilities were incurred as of the first day of the applicable period of determination and, if the Permitted Joint Venture in which the Investment is made is a Special Subsidiary, then including in such computation the Appropriate Percentage of EBITDA of such Special Subsidiary as of the first day of the period of determination (with EBITDA of such Special Subsidiary based upon financial statements reasonably acceptable to the Administrative Agent)), to the extent the Investment in any such Permitted Joint Venture exceeds $50,000,000, and the Borrower shall have delivered to the Administrative Agent and each Lender a compliance certificate demonstrating such pro-forma compliance (such certificate to be in form and substance reasonably acceptable to the Administrative Agent) prior to making any Investment otherwise permitted by this clause (1) of this Section 8.2.6; (F) after giving effect to each Investment in a Permitted Joint Venture which is otherwise permitted by this clause (1) of this Section 8.2.6, there is Availability of at least $75,000,000; (G) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to each Investment in a Permitted Joint Venture which is otherwise permitted by this clause (1) of this Section 8.2.6; and (H) without limiting the generality of clause (G) immediately above, after giving effect to each Investment otherwise permitted by this clause (1) of this Section 8.2.6, the Borrower and its Subsidiaries shall be in compliance with clause (v) of Section 8.2.14 [Loans and Investments]; (2) the Loan Parties may be general or limited partners in other Loan Parties or be members or managers of, or hold limited liability company interests in, other Loan Parties, or Parties and except that the Borrower may hold a limited liability company interest in Arch Western and Arch Western may hold limited liability company interests in its Subsidiaries which are members of the Arch Western Group; and (3) become a party to a Joint Venturethe Borrower and its Subsidiaries may be general or limited partners in, or be members or managers of, or hold limited liability company interests in, any Securitization Subsidiary.

Subsidiaries, Partnerships and Joint Ventures. Each (a) None of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any one or more Material Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance); date hereof, and (ii) any Material Subsidiary formed under the laws of the United States or a state thereof after the Closing Date date hereof which joins this Agreement as a Guarantor pursuant to Section 11.13 [Joinder of Guarantors], 10.18 provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary except that no Subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which Loan Party shall be required to join this Agreement as Guarantors a Guarantor pursuant to the terms of this Section 11.13 [Joinder (i) if such Subsidiary is organized under the Laws of Guarantors], a country (or a political subdivision of any such country) other than the United States or (ii) if such Subsidiary is not a Material Subsidiary; provided that any Subsidiary which is not a Material Subsidiary when it is created or acquired, but subsequently becomes a Material Subsidiary is required to join this Agreement as a Guarantor and provided further that 65% of the ownership interest of any Material Subsidiary that is organized under the Laws of a country (or a political subdivision of any such Subsidiary and country) other than the Loan Parties, as applicable, United States shall grant and cause to be perfected first priority Liens pledged to the Administrative Agent for the benefit of the Lenders Banks. (b) Subject to Section 7.2.24, except for Permitted Investments made by the PTEK Companies in form accordance with Clauses (vii) and substance satisfactory to (ix) of the Administrative Agent) in the assets held by, and stock definition of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Permitted 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 (3) become a party joint venturer or hold a joint venture interest in any joint venture; provided, however, that a Loan Party may become such general or limited partner or member or manager of a limited liability company or joint venturer if the aggregate exposure of the Loan Parties to a Joint Venturethe Indebtedness, obligations, and liabilities of all such partnerships, companies, and ventures does not exceed $5,000,000 at any one time.

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 which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; (ii) Inactive Subsidiaries in existence on the Closing Dates; and (iii) 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 11.13 11.18 [Joinder of Guarantors], and provided further that such no Subsidiary and formed after the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to date of this Agreement which is formed under the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary laws of a Foreign Subsidiary, (v) Persons acquired foreign county shall be required to join as a Guarantor is such joinder would result in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiarymaterial adverse tax consequences. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 (3) become a party joint venturer or hold a joint venture interest in any joint venture. (b) Borrower and its Subsidiaries shall be permitted to create, invest in or acquire interests in corporations or other entities formed under the laws of nations other than the United States and its political subdivisions (each a “Permitted Joint Venture”) provided that in each such case the following conditions are met: (i) Borrower shall provide the Agent notice of any such investment or acquisition not later than 15 days prior to such investment or acquisition; and (ii) The total amount of investments and acquisition (measured at the time of each such investment or acquisition) permitted under this Section 8.2.9(b) (including any indebtedness of such Permitted Joint Venture guaranteed by Borrower or any subsidiary) shall not at any time exceed $10,000,000.

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 a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 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 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Collateral Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv)) and, subject to the Due Authorization Limitation Provision, the Osmose Entities, which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Collateral Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by clause (vii) of Section 8.2.4(vii) 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 (3) become a party to a Joint 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 which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; and (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 11.13 11.18 [Joinder of Guarantors], provided that the Required Banks shall have consented to such Subsidiary formation 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held byjoinder, and stock provided further that no Subsidiary formed after the date of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary this Agreement which is formed under the laws of a Foreign Subsidiary, (v) Persons acquired foreign county shall be required to join as a Guarantor is such joinder would result in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiarymaterial adverse tax consequences. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 (3) become a party joint venturer or hold a joint venture interest in any joint venture. (b) Borrower and its Subsidiaries shall be permitted to create, invest in or acquire interests in corporations or other entities formed under the laws of nations other than the United States and its political subdivisions (each a “Permitted Joint Venture”) provided that in each such case the following conditions are met: (i) Borrower shall provide the Agent notice of any such investment or acquisition not later than 30 days prior to such investment or acquisition; and (ii) The total amount of investments and acquisition (measured at the time of each such investment or acquisition) permitted under this Section 8.2.9(b) (including any indebtedness of such Permitted Joint Venture guaranteed by Borrower or any subsidiary) shall not at any time exceed $5,000,000.

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 which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; (ii) Inactive Subsidiaries in existence on the Closing Dates; (iii) existing investments in Permitted Joint Ventures described on Schedule 8.2.9 or future Investments as permitted under Section 8.2.9(b); and (iv) 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 11.13 11.18 [Joinder of Guarantors], and provided further that such no Subsidiary and formed after the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to date of this Agreement which is formed under the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary laws of a Foreign Subsidiary, (v) Persons acquired foreign county shall be required to join as a Guarantor if such joinder would result in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiarymaterial adverse tax consequences. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 (3) become a party joint venturer or hold a joint venture interest in any joint venture. (b) Borrower and its Subsidiaries shall be permitted to create, invest in or acquire interests in corporations or other entities formed under the laws of nations other than the United States and its political subdivisions (each a “Permitted Joint Venture”) provided that in each such case the following conditions are met: (i) Borrower shall provide the Agent notice of any such investment or acquisition not later than 15 days prior to such investment or acquisition; and (ii) The total amount of investments and acquisitions (measured at the time of each such investment or acquisition) made under this Section 8.2.9(b) (including any indebtedness of such Permitted Joint Venture guaranteed by Borrower or any subsidiary) on or after the Closing Date together with investments and loans made under Section 8.2.4 in investments and loans described in Subpart (iv) of the Definition of “Permitted Investments” (using the computation methodology set forth in such Subpart(iv)) made on or after the Closing Date, shall not exceed $40,000,000 in the aggregate at any time.

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 or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)and the Excluded Subsidiaries; (ii) any Subsidiary (A) formed under the laws of the United States (or a state thereof acquired) after the Closing Date which joins this Agreement as a Domestic Guarantor pursuant or Foreign Guarantor, or elects instead to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to a Domestic Borrower or Foreign Borrower, and satisfies each other applicable requirement set forth in Section 11.13 11.15.1 [Joinder of GuarantorsGuarantors and Borrowers], ; provided that such notwithstanding any provision in any Loan Document to the contrary, any Subsidiary which (1) is organized under the laws of the United States of America, any State thereof or the District of Columbia, (2) is owned solely by a Foreign Loan Party, and (3) is a limited liability company which has not elected to be treated as a corporation for United States federal tax purposes, shall not be required to guaranty the Guarantied Obligations (as defined in the Guaranty Agreement) of any Domestic Loan Party and, except as otherwise expressly provided in Section 17(b)(iii) of the Guaranty Agreement, shall only be required to guaranty the Guarantied Obligations of the Foreign Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders or (in form and substance satisfactory to the Administrative AgentB) in the assets held bycase of an Excluded Subsidiary as of the Closing Date that subsequently becomes a Material Subsidiary, which joins this Agreement as a Domestic Guarantor or Foreign Guarantor, or elects instead to join this Agreement as a Domestic Borrower or Foreign Borrower, and stock satisfies each other applicable requirement set forth in Section 11.15.1 [Joinder of or other ownership interests inGuarantors and Borrowers], such and (iii) any Foreign Subsidiary which is not organized in the same jurisdiction as a Loan Party and which is not a Material Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 (3) become a party to a Joint VentureVenture other than a Joint Venture permitted under Section 8.2.4 [Loans and Investments].

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) the Excluded Subsidiaries, (ii) Subsidiaries which are not Significant Subsidiaries and (iii) any Significant Subsidiary which has joined this the Guaranty Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto Guarantor, whose accounts receivable, inventory, owned real property, material patents, trademarks and copyrights and equity interests owned in any other Person (excluding Koppers Assurance); (ii) other than any Subsidiary formed under the laws member of the United States or a state thereof after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens Arch Western Group) are pledged to the Administrative Collateral Agent for the benefit of the Lenders (on a first priority perfected basis pursuant to a Security Agreement, Mortgage(s), Patent, Trademark and Copyright Assignment, and Pledge Agreement, who has executed all other Loan Documents, who has also delivered to the Administrative Agent such opinions of counsel and other documents in connection therewith as the Administrative Agent may reasonably request, and who has caused all of the issued and outstanding capital stock, partnership interests, member interests or other equity interest of such Significant Subsidiary that are owned by the Borrower or another Subsidiary of the Borrower to be pledged on a first priority perfected basis to the Collateral Agent for the benefit of the Lenders pursuant to the Pledge Agreement, all in form and substance satisfactory to the Administrative Agent) in . Neither the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and Borrower nor any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 partnership 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 (1) 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, $50,000,000, or (2) the Loan Parties may be general or limited partners in other Loan Parties or be members or managers of, or hold limited liability company interests in, other Loan Parties, or Parties and except that the Borrower may hold a limited liability company interest in Arch Western and Arch Western may hold limited liability company interests in its Subsidiaries which are members of the Arch Western Group." (3p) become a party to a Joint VentureSection 7.

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 which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; (ii) any Significant Subsidiary formed under the laws of the United States or a state thereof acquired after the Closing Date which joins this Agreement as becomes a Guarantor pursuant to in accordance with Section 11.13 10.18 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries any Subsidiary which after the Closing Date becomes a Significant Subsidiary and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of which upon becoming a Foreign Subsidiary, (v) Persons acquired Significant Subsidiary becomes a Guarantor in accordance with Section 8.2.6(iv), 10.18 [Joinder of Guarantors] and (iv) any Subsidiary which join this Agreement as Guarantors pursuant 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 11.13 10.18 [Joinder of Guarantors]. Notwithstanding the foregoing provisions of this Section 7.2.7, provided that such Subsidiary and the Loan Partieswith respect to those Significant Subsidiaries of Ashland Coal , Inc., as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders Closing Date, the Borrower shall cause such Significant Subsidiaries to join the Guaranty Agreement in accordance with Section 10.18 within thirty (in form and substance satisfactory to 30) days following the Administrative Agent) in Closing Date. Neither the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 PartiesParties or may make Investments in joint ventures (so as long as the joint venture is engaged in a line of business permitted by Section 7.2.7 [Continuation of or Change in Business] and such joint venture interests are acquired in an arms-length transaction); provided, however, that the aggregate permitted Investments in all joint ventures shall not at any time exceed, for all Loan Parties and their Subsidiaries, $30 million, 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 (3) become a party to a 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 than: (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; and (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 11.13 11.10 [Joinder of Guarantors], provided that the Required Lenders shall have consented to such formation and joinder and such Subsidiary (other than Excluded Subsidiaries) 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(ivother than Excluded Subsidiaries), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each Each of the Loan Parties shall not become or agree to 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 companycompany (other than Excluded Subsidiaries), except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a party to joint venturer or hold a Joint VentureVenture interest in any Joint Venture (other than Excluded Subsidiaries), except that the Loan Parties may become a joint venturer or hold a Joint Venture in an oil and gas Joint Venture and drilling program.

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 a Guarantor Borrower on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; and (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 Borrower pursuant to Section 11.13 10.18 [Joinder of GuarantorsJoinder], provided that the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Loan PartiesBorrowers, as applicable, shall grant and 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 assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 PartiesBorrowers, or (3) become a party 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 Joint Venturewholly-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.

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 or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance); (ii) at any Subsidiary formed under the laws of the United States or a state thereof time after the Closing Date which joins this Agreement as a Guarantor pursuant to in accordance with Section 11.13 10.18 [Joinder of Guarantors]; provided, provided however, that such Subsidiary the parties hereto acknowledge and the Loan Parties, as applicable, agree that AGRI and AGRO shall grant not be required to become Guarantors and 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 assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors deliver all required documents pursuant to Section 11.13 [Joinder 10.18 unless Loans have been incurred by, or Letters of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent Credit issued for the benefit account of, Holdings, AGRO and/or AGRI as contemplated in Section 6.02(b). Each of the Lenders (in form Holdings and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each of the Loan Parties 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 PartiesMaterial Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint venture except that Holdings or any of its Material Subsidiaries may be a party to a Joint Venturejoint 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 Domestic Subsidiary (other than the Excluded Subsidiaries) which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; (ii) any Foreign Subsidiary permitted by clause (iv) of Section 8.2.4, (iii) the Excluded Subsidiaries, and (iv) any Domestic 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 11.13 11.18 [Joinder of Guarantors], provided that such each newly formed Domestic 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 Lenders (in form and substance satisfactory to the Administrative Agent) Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Domestic Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 partners in other Loan Parties, (2) become a limited partner in any limited partnership (except that (a) the Loan Parties may be limited partners in other Loan Parties, (2b) except that the Loan Parties may be limited partners in those Persons which are not Loan Parties but in which a Loan Party, as of the Closing Date has made an investment, as set forth on Schedule 8.2.9 and (c) except that the Loan Parties may be limited partners in Persons as permitted by clause (vi) of Section 8.2.4), (3) 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, (b) except that the Loan Parties may be members or managers of or hold limited liability company interests in those Persons which are not Loan Parties but in which a Loan Party, as of the Closing Date has made an investment, as set forth on Schedule 8.2.9 and (c) except as permitted by clause (vi) of Section 8.2.4), or (34) become a party to joint venturer or hold a Joint Venturejoint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each None 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) Excluded Subsidiaries; (ii) any Subsidiary which that has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto Date; and (excluding Koppers Assurance); (iiiii) any Subsidiary (other than an Excluded Subsidiary) acquired or formed under the laws of the United States or a state thereof after the Closing Date or in connection with the Dominion Acquisition (to the extent such Subsidiary has not joined this Agreement pursuant to clause (ii)) which joins this Agreement within 20 Business Days after the date of acquisition or formation thereof as a Guarantor by delivering to the Administrative Agent and Collateral Trustee, as applicable, (A) a signed Guarantor Joinder, (B) documents in the forms described in Section 7.1 [Conditions to Amendment and Restatement of 2007 Credit Agreement; Conditions of Lending and Issuance of Letters of Credit], modified as appropriate, and (C) documents necessary to grant and perfect Prior Security Interests to the Collateral Trustee for the benefit of the Secured Parties in the equity interests required to be pledged hereunder of, and Collateral held by, such Subsidiary; provided, however, that Subsidiaries formed or acquired in connection with Permitted Acquisitions (other than (a) entities acquired in the Dominion Acquisition that own any Proved Gas Reserves or (b) other entities that own any Proved Gas Reserves (except for CNX Gas and any Subsidiary thereof), and, with respect to each such entity, only to the extent that Liens on its property would be required by Section 8.1.14 [Collateral]) shall join this Agreement as Guarantors but shall not be required to grant a security interest to the Collateral Trustee for the benefit of the Secured Parties in the equity interests of, and property and other assets held by, such Subsidiaries or deliver documentation under clause (C) above. Notwithstanding the foregoing, it is agreed that upon the occurrence of any CNX Gas Loan Party providing a guaranty of the Borrower’s obligations under the Senior Notes (2010), such CNX Gas Loan Party shall provide a guaranty of the Obligations pursuant to Section 8.1.16 [CNX Gas Guaranty], but such CNX Gas Loan Party shall not be required to join this Agreement as a Guarantor pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the or as a Loan Parties, as applicable, shall grant and 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 assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such SubsidiaryParty. Except as set forth on Schedule 8.2.9 and to the extent in connection with an Investment permitted by Section 8.2.4(vii) 8.2.4 [Loans and Investments]] or as a result of a Permitted Acquisition, each none 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, or (2) become a member or manager of, or hold a limited liability company an equity 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 (3) become a party to a 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) Subsidiaries which are not Significant Subsidiaries, and (ii) any Significant Subsidiary which has joined this the Guaranty Agreement as a Guarantor on Guarantor, which has pledged the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance); (ii) equity interests it owns in any other Significant 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 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Collateral Agent for the benefit of the Lenders (on a first priority perfected basis pursuant to the Pledge Agreements, who has executed all other Loan Documents, who has also delivered to the Administrative Agent such opinions of counsel and other documents in connection therewith as the Administrative Agent may reasonably request, and who has caused all of the issued and outstanding capital stock, partnership interests, member interests or other equity interest of such Significant Subsidiary that are owned by the Borrower or another Subsidiary of the Borrower to be pledged on a first priority perfected basis to the Collateral Agent for the benefit of the Lenders pursuant to the Pledge Agreements, all in form and substance satisfactory to the Administrative Agent) in . Neither the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and Borrower nor any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 partnership 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 (1) 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, $50,000,000, (2) the Loan Parties may hold limited partnership interests or limited liability company member interests in any general partner of the master limited partnership formed as part of the MLP Transaction, or (3) the Loan Parties may be general or limited partners in other Loan Parties or be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become Parties and except that the Borrower may hold a party to a Joint Venturelimited liability company interest in Arch Western and Arch Western may hold limited liability company interests in its Subsidiaries which are members of the Arch Western Group.

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) New Jersey Resources Foundation Inc., a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto Date, provided, however, that NJR Investment Company, a New Jersey corporation and NJR Service Corporation, a New Jersey corporation will each join as a Guarantor within thirty (excluding Koppers Assurance); 30) days of the Closing Date, and (iiv) 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 11.13 11.19 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each 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 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 PartiesParties and except that the Loan Parties or their Subsidiaries may be members or managers of, or hold limited liability company interests in a Permitted Related Business Opportunity, or (3) become a party to joint venturer or hold a Joint Venturejoint 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, 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 Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; (ii) any Subsidiary formed under the laws of the United States or a state thereof acquired (as permitted hereunder) after the Closing Date which joins this Agreement as a Guarantor pursuant by delivering to the Administrative Agent (A) a signed Guarantor Joinder; (B) documents in the forms described in Section 11.13 7.1 [Joinder First Loans and Letters of Guarantors], provided that such Subsidiary Credit] modified as appropriate; and the Loan Parties, as applicable, shall (C) documents necessary to grant and cause perfect Prior Security Interests (subject to be perfected first priority Liens Permitted Liens) to the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the assets equity interests of, and Collateral held by, and stock of or other ownership interests in, such Subsidiary; and (iii) any Excluded Subsidiaries Subsidiary and any subsidiary of an Subsidiary formed or acquired by any Excluded Subsidiary, (iv) Foreign Subsidiaries provided, however, that any such Subsidiary of any Excluded Subsidiary shall be subject to the same terms and any subsidiary provisions of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), which join this Agreement as Guarantors pursuant which are applicable to Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Excluded Subsidiary. Except as set forth on Schedule 8.2.9 and to the extent permitted by Section 8.2.4(vii) [Loans and Investments], each None 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 (3) become a party to a Joint Venture; provided that the Borrower shall be permitted to become a member of Oaktown Gas, LLC, an Indiana limited liability company (“Oaktown Gas”) and Oaktown Gas shall be an Excluded Subsidiary unless and until it becomes a wholly-owned subsidiary of the Loan Parties, provided that at the time the Borrower becomes a member of Oaktown Gas, (i) Oaktown Gas does not own any Material Intellectual Property and (ii) the Borrower’s investment in Oaktown Gas, if any, is permitted under Section 8.2.4 (it being understood that for the avoidance of doubt, any such investment in Oaktown Gas shall reduce capacity for investments in Excluded Subsidiaries under Section 8.2.4).

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 a Guarantor on the Closing Date or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance)Date; (ii) any Subsidiary formed under the laws of the United States or a state thereof 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 Section 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in accordance with Section 8.2.6(iv), 10.18 [Requirements for Significant Subsidiaries]; and (iii) any Subsidiary which join this Agreement as Guarantors pursuant 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 11.13 [Joinder of Guarantors], provided 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 Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary10.18. Except as set forth shown on Schedule 8.2.9 and to 7.2.6, neither the extent permitted by Section 8.2.4(vii) [Loans and Investments], each Borrower nor any Subsidiary of the Loan Parties 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 (A) the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or Parties and (3B) become the Loan Parties may make an Investment in a party to 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, $25,000,000.