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

Subsidiaries, Partnerships and Joint Ventures. 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 the Guaranty Agreement as Guarantor on the Closing Date; (ii) any Subsidiary which after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes a Guarantor in accordance with Section 10.18 [Requirements 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 Borrower shall become or agree to become (1) 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) 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 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, $25,000,000.

Subsidiaries, Partnerships and Joint Ventures. The Borrower Each of the Borrowers 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 the Guaranty this Agreement as Guarantor Borrower on the Closing Date; and (ii) any Subsidiary which formed after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes a Guarantor in accordance with joins this Agreement as Borrower pursuant to Section 10.18 [Requirements Joinder], provided that the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Borrowers, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for Significant Subsidiaries]; the benefit of the Banks in the assets held by, and (iii) any Subsidiary which is not a Significant stock of or other ownership interests in, such 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 Each of the Borrower Borrowers 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 Borrowers may be general or limited partners in other Loan PartiesBorrowers, 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 Borrowers may be members or managers of, or hold limited liability company interests in, other Loan Parties Borrowers, 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 Loan Parties may make an Investment in a Permitted Joint Venture; provided, however, that the aggregate permitted Investments in all Permitted Joint Ventures assets of such Subsidiary shall not at be pledged to any time exceed, for all Loan Parties and their Subsidiaries, $25,000,000Person other than the Agent.

Subsidiaries, Partnerships and Joint Ventures. The Borrower 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 Significant Subsidiary (other than Canyon Fuel) Material Non-AGC Subsidiaries each of which has joined the Guaranty this Agreement as a Guarantor on the Closing Date; (ii) at any Subsidiary which time after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes a Guarantor in accordance with Section 10.18 [Requirements for Significant SubsidiariesJoinder of Guarantors]; provided, however, that the parties hereto acknowledge and (iii) any Subsidiary which is agree that AGRI and AGRO shall not a Significant Subsidiary. The Borrower shall cause any of its Subsidiaries which at any time becomes a Significant Subsidiary be required to become a Guarantor Guarantors and deliver all required documents pursuant to Section 10.18 unless Loans have been incurred by, or Letters of Credit issued for the account of, Holdings, AGRO and/or AGRI as contemplated in accordance with Section 10.186.02(b). Except as shown on Schedule 7.2.6, neither the Borrower nor any Subsidiary Each of the Borrower Holdings and its Material Subsidiaries shall not become or agree to become (1) 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, or (2) a member or manager of, or hold a limited liability company interest in, a limited liability company, except that (A) 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 Material Subsidiaries, or (3) 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 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 Loan Parties may make an Investment in a Permitted Joint Venture; provided, however, that joint venture beyond the aggregate permitted Investments in all Permitted Joint Ventures shall not at any time exceed, for all Loan Parties and their Subsidiaries, $25,000,000amount of its investment therein.

Subsidiaries, Partnerships and Joint Ventures. The Borrower shall notOwn or create, and shall not permit any of its Subsidiaries to, own or create --------------------------------------------- directly or indirectly indirectly, any Subsidiaries other than (i) any Significant Subsidiary (other than Canyon Fuel) which has joined the Guaranty Agreement as Guarantor on the Closing Date; (iia) any Subsidiary which listed on Schedule 3.8, and (b) any Subsidiary formed or acquired after the Closing Date becomes which joins the applicable Security Documents; provided that (i) the Lender -------- shall have consented to such formation and joinder, (ii) such Subsidiary shall grant a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes a Guarantor valid first priority (subject only to Permitted Liens) security interest in accordance with Section 10.18 [Requirements for Significant Subsidiaries]; and favor of the Collateral Trustee in the assets held by such Subsidiary, (iii) any Subsidiary 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 held by the applicable Loan Party in such Subsidiary, and (iv) the Lender shall have received legal opinions relating to the matters described above, which is not a Significant Subsidiary. The Borrower opinions shall cause any of its Subsidiaries which at any time becomes a Significant Subsidiary be in form and substance, and from counsel, reasonably satisfactory to become a Guarantor in accordance with Section 10.18the Lender. Except as shown on Schedule 7.2.6pursuant to the foregoing sentence, neither the Borrower nor any Subsidiary of the Borrower other Loan Party shall become or agree to (A) become (1) 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, or (2B) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that (A) 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 Parties, (C) become a shareholder in any corporation, except that the Borrower and (B) 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 an Investment any other Investments (except those permitted pursuant to Section 6.8) 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, $25,000,000Person.

Subsidiaries, Partnerships and Joint Ventures. The Borrower 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 Significant Subsidiary which is a Regulated Entity, (other than Canyon Fuelii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) any Subsidiary which has joined the Guaranty this Agreement as Guarantor on the Closing Date; , and (iiiv) any Subsidiary which formed after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes joins this Agreement as a Guarantor in accordance with pursuant to Section 10.18 11.19 [Requirements for Significant SubsidiariesJoinder of Guarantors]; 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 Each of the Borrower 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 PartiesParties and except that the 77 Loan Parties or their Subsidiaries may be a limited partner in a Permitted Related Business Opportunity, 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 and (B) except that the Loan Parties or their Subsidiaries may make an Investment be members or managers of, or hold limited liability company interests in a Permitted Joint Venture; providedRelated Business Opportunity, howeveror (3) become a joint venturer or hold a joint venture interest in any joint venture, except that the aggregate permitted Investments in all Permitted Joint Ventures shall not at any time exceed, for all Loan Parties and or their Subsidiaries, $25,000,000Subsidiaries 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. The Borrower 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 Significant Subsidiary (other than Canyon Fuel) which has joined the Guaranty this Agreement as Guarantor on the Closing Date; and (ii) any Subsidiary which formed after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes joins this Agreement as a Guarantor in accordance with as and to the extent required by Section 7.1.11 or becomes subject to the Pledge Agreement pursuant to Section 10.18 [Requirements for Significant Subsidiaries]; Joinder of Guarantors or Pledge under Pledge Agreement] as and to the extent required by Section 7.1.11, subject to the restrictions set forth in this Section 7.2.8, it being understood that 65% of the issued Partnership Interests, LLC Interests and Subsidiary Shares of each Foreign Subsidiary (iiiother than a Designated Foreign Subsidiary or a Foreign Subsidiary which is a Subsidiary of a Foreign Subsidiary) any and 100% of the issued Partnership Interests, LLC Interests and Subsidiary Shares of each Domestic 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 a Foreign Subsidiary) shall at all times be subject to a first-lien security interest under the Borrower Pledge Agreement subject to the restrictions set forth in this Section 7.2.8. Each of the Restricted 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 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 and Parties, or (B3) the Loan Parties may make an Investment become a joint venturer or hold a joint venture interest 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, $25,000,000joint venture.

Subsidiaries, Partnerships and Joint Ventures. The Borrower 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 Significant Subsidiary (other than Canyon Fuel) which has joined the Guaranty this Agreement as Guarantor on the Closing Date; (ii) any Subsidiary which formed after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes joins this Agreement as a Guarantor in accordance with pursuant to Section 10.18 10.19 [Requirements for Significant SubsidiariesJoinder of Guarantors]; , and (iii) any of the Excluded Subsidiaries, provided that the Required Banks shall have consented to any formation of each Subsidiary which is not a Significant 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. 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 Each of the Borrower 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 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 or Excluded Subsidiaries, $25,000,000or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. 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 Significant Securitization Subsidiary which is the subject of clause (other than Canyon Fueliii) below) which has joined the Guaranty Agreement as Guarantor on the Closing Date; are not Significant Subsidiaries, (ii) any Significant Subsidiary which after has complied with Section 11.13 [Requirements for Significant Subsidiaries], and (iii) any Securitization Subsidiary whose equity interests are pledged to the Closing Date becomes a Significant Subsidiary Collateral Agent for the benefit of the Lenders (with the Pledge Agreement therefor to be in form and substance satisfactory to the Administrative Agent) and which upon becoming a Significant Subsidiary becomes a Guarantor in accordance has otherwise complied with Section 10.18 11.13 [Requirements for Significant Subsidiaries]; and (iii) provided, however, notwithstanding the foregoing, to the extent that any Subsidiary which is not of the Borrower provides a Significant Subsidiary. The Borrower guaranty under any Unsecured Senior Notes Indenture, such Subsidiary shall cause any of its Subsidiaries which at any time becomes a Significant Subsidiary be required to become join as a Guarantor in accordance with Section 10.18under this Agreement. Except as shown on Schedule 7.2.6, neither Neither the Borrower nor any Subsidiary of the Borrower shall become or agree to become (1) 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) 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 company or managers of, a joint venturer or hold limited liability company interests in, other Loan Parties and (B) the Loan Parties may make an Investment a joint venture interest 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, $25,000,000.joint venture:

Subsidiaries, Partnerships and Joint Ventures. 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 the Guaranty Agreement as Guarantor on the Closing Date; (ii) any Subsidiary which after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes a Guarantor in accordance with Section 10.18 [Requirements Joinder of Guarantors] and whose equity interests are pledged to the Administrative Agent for Significant Subsidiaries]the benefit of the Lenders in accordance with Section 10.18; and (iii) any Subsidiary which is not a Significant Subsidiary. The Borrower shall cause any of its Subsidiaries which at any time becomes a Significant Subsidiary to become a Guarantor in accordance with Section 10.18 and shall cause each owner of the 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 become or agree to become (1) 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) 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 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, $25,000,000Parties.

Subsidiaries, Partnerships and Joint Ventures. The Borrower 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 Significant Subsidiary (other than Canyon Fuel) which has joined the Guaranty this Agreement as Guarantor on the Closing Date; and (ii) any Subsidiary which formed after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes joins this Agreement as a Guarantor in accordance with pursuant to Section 10.18 [Requirements for Significant SubsidiariesJoinder of Guarantors]; and , (iii) any Subsidiary which is not a Significant Foreign Subsidiary. The Borrower shall cause any , provided that the total amount of its the Restricted Investment in Foreign Subsidiaries which at do not join this Agreement as Guarantors may not exceed the amounts permitted under Section 7.2.4, and (iv) and any time becomes a Significant Subsidiary to become a Guarantor in accordance with Section 10.18. Except as shown on Schedule 7.2.6Excluded Domestic Subsidiary, neither provided that the Borrower nor any Subsidiary total amount of the Borrower Restricted Investment in Excluded Domestic Subsidiaries which do not join this Agreement as Guarantors may not exceed the amounts permitted under Section 7.2.4. 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 and Parties, or (B3) the Loan Parties may make an Investment become a joint venturer or hold a joint venture interest 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, $25,000,000joint venture.

Subsidiaries, Partnerships and Joint Ventures. The Borrower 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 Significant Subsidiary (other than Canyon Fuel) Material Non-AGC Subsidiaries each of which has joined the Guaranty this Agreement as a Guarantor on the Closing Date; (ii) at any Subsidiary which time after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes a Guarantor in accordance with Section 10.18 [Requirements for Significant SubsidiariesJoinder of Guarantors]; provided, however, that the parties hereto acknowledge and (iii) any Subsidiary which is agree that AGRI and AGRO shall not a Significant Subsidiary. The Borrower shall cause any of its Subsidiaries which at any time becomes a Significant Subsidiary be required to become a Guarantor in accordance with Guarantors and deliver all required documents pursuant to Section 10.1810.18 until sixty (60) days after the Effective Date. Except as shown on Schedule 7.2.6, neither the Borrower nor any Subsidiary Each of the Borrower Holdings and its Material Subsidiaries shall not become or agree to become (1) 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, or (2) a member or manager of, or hold a limited liability company interest in, a limited liability company, except that (A) 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 Material Subsidiaries, or (3) 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 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 Loan Parties may make an Investment in a Permitted Joint Venture; provided, however, that joint venture beyond the aggregate permitted Investments in all Permitted Joint Ventures shall not at any time exceed, for all Loan Parties and their Subsidiaries, $25,000,000amount of its investment therein.

Subsidiaries, Partnerships and Joint Ventures. 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 the Guaranty Agreement as Guarantor on the Closing Date; (ii) any Subsidiary which after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes a Guarantor in accordance with Section 10.18 [Requirements Joinder of Guarantors] and whose equity interests are pledged to the Administrative Agent for Significant Subsidiaries]the benefit of the Banks in accordance with Section 10.18; and (iii) any Subsidiary which is not a Significant Subsidiary. The Borrower shall cause any of its Subsidiaries which at any time becomes a Significant Subsidiary to become a Guarantor in accordance with Section 10.18 [Joinder of Guarantors] and shall cause each owner of the equity interests 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 SCHEDULE 7.2.6, neither the Borrower nor any Subsidiary of the Borrower shall become or agree to become (1) 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) 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 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, $25,000,000Parties.

Subsidiaries, Partnerships and Joint Ventures. The Borrower 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 Significant Subsidiary (other than Canyon Fuel) which has joined the Guaranty this Agreement as Guarantor on the Closing Date; (ii) any Subsidiary which formed after the Closing Date becomes a Significant Subsidiary and which upon becoming a Significant Subsidiary becomes joins this Agreement as a Guarantor in accordance with pursuant to Section 10.18 11.18 [Requirements for Significant SubsidiariesJoinder of Guarantors]; , and (iii) any of the Excluded Subsidiaries, provided that the Required Lenders shall have consented to any formation of each Subsidiary which is not a Significant 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 Lenders in such Subsidiary’s inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such 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 Each of the Borrower 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 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 or Excluded Subsidiaries, $25,000,000or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. The Borrower 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 Significant Subsidiary (other than Canyon Fuel) which has joined the Guaranty 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 which formed under the laws of the United States or a state thereof after the Closing Date becomes which joins this Agreement as a Significant Guarantor pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and which upon becoming a Significant Subsidiary becomes a Guarantor 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 accordance with Section 10.18 [Requirements for Significant Subsidiaries]form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; and (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary which is not and (iv) Foreign Subsidiaries and any subsidiary of a Significant Foreign 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 set forth on Schedule 7.2.68.2.9 and to the extent permitted by clause (vii) of Section 8.2.4 [Loans and Investments], neither the Borrower nor any Subsidiary each of the Borrower 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 and Parties, or (B3) the Loan Parties may make an Investment in become a Permitted party to a 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.