Common use of Ventures, Subsidiaries and Affiliates; Outstanding Stock Clause in Contracts

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 5.19, as of the Second Amendment Effective Date, no Loan Party and no Subsidiary of any Loan Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Loan Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers and Subsidiaries of the Borrowers, those in favor of the Collateral Agent, for the benefit of the Secured Parties. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Loan Party (other than Holdings), each Subsidiary of each Loan Party and, as of the Second Amendment Effective Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 5.19. Except as set forth in Schedule 5.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Loan Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 5.19 is a true and complete organizational chart of Holdings and all of its Subsidiaries, which the Parent Borrower shall update upon notice to the Administrative Agent promptly following the incorporation, organization or formation of any Subsidiary and promptly following the completion of any Permitted Acquisition.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 5.193.18, as of the Second Amendment Effective Closing Date, no Loan Credit Party and no Subsidiary of any Loan Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Loan Credit Parties and each of their respective Restricted Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers Borrower and Restricted Subsidiaries of the BorrowersBorrower, those in favor of the Collateral Agent, for the benefit of the Secured Parties, and the Indenture Trustee and Rexam. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Loan Credit Party (other than Holdings), each Subsidiary of each Loan Credit Party and, as of the Second Amendment Effective Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 5.193.18. Except as set forth in Schedule 5.193.18, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Loan Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 5.19 3.18 is a true and complete organizational chart of Holdings and all of its Subsidiaries, which the Parent Borrower Credit Parties shall update upon notice to the Administrative Agent promptly following the incorporation, organization or formation of any Subsidiary and promptly following the completion of any Permitted Acquisition.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 5.193.19, as of the Second Amendment Effective Closing Date, no Loan Credit Party and no Subsidiary of any Loan Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Loan Parties Credit Parties, in the case of Stock and Stock Equivalents of the Partnership, to the extent owned by the GP or RNHI, and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers Borrower and Subsidiaries of the BorrowersBorrower, those in favor of the Collateral Agent, for the benefit of the Secured Parties. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Loan Credit Party (other than HoldingsPartnership), and each Subsidiary of each Loan Credit Party and, as of the Second Amendment Effective Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 5.193.19. Except as set forth in Schedule 5.193.19, as of the Closing Date there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Loan Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 5.19 3.19 is a true and complete organizational chart of Holdings Rentech and all of its Subsidiaries, which Subsidiaries as of the Parent Borrower shall update upon notice to the Administrative Agent promptly following the incorporation, organization or formation of any Subsidiary and promptly following the completion of any Permitted AcquisitionClosing Date.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in on Schedule 5.193.19, as of the Second Amendment Effective Closing Date, no Loan Credit Party and no Subsidiary of any Loan Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Loan Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers and Subsidiaries of the Borrowers, those in favor of the Collateral Agent, for the benefit of the Secured Parties, and those in favor of Notes Collateral Trustee. All such securities were issued in compliance with all applicable state state, provincial, territorial and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Loan Credit Party (other than Holdings), each Subsidiary of each Loan Credit Party and, as of the Second Amendment Effective Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 5.193.19. Except as set forth in on Schedule 5.193.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Loan Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 5.19 3.19 is a true and complete organizational chart of Holdings and all of its Subsidiaries, which the Parent Borrower Credit Parties shall update upon notice to the Administrative Agent promptly following the incorporation, organization or formation of any Subsidiary and promptly following the completion of any Permitted Acquisition.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 5.19, as of the Second SecondThird Amendment Effective Date, no Loan Party and no Subsidiary of any Loan Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Loan Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers and Subsidiaries of the Borrowers, those in favor of the Collateral Agent, for the benefit of the Secured Parties. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Loan Party (other than Holdings), each Subsidiary of each Loan Party and, as of the Second SecondThird Amendment Effective Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 5.19. Except as set forth in Schedule 5.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Loan Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 5.19 is a true and complete organizational chart of Holdings and all of its Subsidiaries, which the Parent Borrower shall update upon notice to the Administrative Agent promptly following the incorporation, organization or formation of any Subsidiary and promptly following the completion of any Permitted Acquisition.

Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 5.193.19, as of the Second Amendment Effective Closing Date, no Loan Credit Party and no Subsidiary of any Loan Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Loan Parties Credit Parties, in the case of Stock and Stock Equivalents of the Partnership, to the extent owned by the GP or RNHI, and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers and Subsidiaries of the Borrowers, those in favor of the Collateral Agent, for the benefit of the Secured Parties. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Loan Credit Party (other than HoldingsPartnership), and each Subsidiary of each Loan Credit Party and, as of the Second Amendment Effective Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 5.193.19. Except as set forth in Schedule 5.193.19, as of the Closing Date there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Loan Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 5.19 3.19 is a true and complete organizational chart of Holdings Rentech and all of its Subsidiaries, which Subsidiaries as of the Parent Borrower shall update upon notice to the Administrative Agent promptly following the incorporation, organization or formation of any Subsidiary and promptly following the completion of any Permitted AcquisitionClosing Date.