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

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

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

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

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, own or create directly or indirectly any Subsidiaries other than than: (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower Guarantor pursuant to Section 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 a Guarantorapplicable, and, shall grant and cause to be perfected first priority Liens to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral assets held by, and stock of or other ownership interests in, such Subsidiary; , (other than Rhino Energy and Rhino Energy WV LLC and its Subsidiaries (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably requestnow existing or hereafter acquired)). Each of the Loan Parties shall not become or agree to to: (1) become a party to general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a Joint Venture member or manager of, or hold a limited liability company interest in, a limited liability company, (other than Permitted Investments 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 investments permitted pursuant to Section 7.2.4 [Loans Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, (other than Rhino Energy and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada Rhino Energy WV LLC and its Subsidiaries (now existing or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9hereafter acquired)).”

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 Borrower or Guarantor on the Closing DateDate and the Excluded Subsidiaries; and (ii) any Domestic Subsidiary (A) formed (or acquired acquired) after the Closing Date 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 satisfies each other applicable requirement set forth in Section 11.15.1 [Joinder of Guarantors and Borrowers]; provided that 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 Guarantorcorporation 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 extent not resulting Guarantied Obligations of the Foreign Loan Parties, or (B) in material adverse tax consequences, any Foreign the case of an Excluded Subsidiary formed or acquired after 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 satisfies each other applicable requirement set forth in Section 11.15.1 [Joinder of Guarantors and Borrowers], and (iii) any Foreign Subsidiary which is not organized in the same jurisdiction as a Guarantor, in each case by delivering to the Administrative Agent (A) Loan Party and which is not a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Material Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments a Joint Venture permitted pursuant to under Section 7.2.4 8.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

Subsidiaries, Partnerships and Joint Ventures. (a) 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 Domestic Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Immaterial Domestic Subsidiary designated as such on Schedule 1.1(I) on the Closing Date; (iii) any Domestic Subsidiary either (a) created, acquired or otherwise formed after the Closing Date in compliance with this Agreement (and not designated as an Immaterial Domestic Subsidiary in accordance with clause (iv) below) or (b) required to be removed from being listed as an Immaterial Domestic Subsidiary pursuant to the terms of this Agreement, so long as such Domestic Subsidiary joins this Agreement as a Guarantor pursuant to Section 11.14 [Joinder of Guarantors]; (iv) any Domestic Subsidiary created, acquired or otherwise formed after the Closing Date that is designated as an Immaterial Domestic Subsidiary on Schedule 1.1(I) pursuant to an update to such Schedule provided by the Borrower to the Administrative Agent within forty-five (45) days after the creation, acquisition or formation of such Domestic Subsidiary, or such later date as consented to by the Administrative Agent in writing; (v) any Foreign Subsidiary or Disregarded Domestic Subsidiary (a) existing as of the Closing Date, (b) formed by the Borrower or a Subsidiary of the Borrower after the Closing Date in compliance with Section 8.2.4 [Loans and Investments] or (c) acquired after the Closing Date which joins in compliance with this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such SubsidiaryAgreement; and (Dvi) such diligence materials existing investments in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor mattersPermitted Joint Ventures described on Schedule 8.2.9 or future investments as permitted under Section 8.2.9(b) as the Administrative Agent shall reasonably requesthereof. Each of the Loan Parties shall not become or agree to (1) become a party to general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a Joint Venture member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other than Permitted Investments and other investments Loan Parties, or (3) except as permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of claritythis Agreement, become a joint venturer or hold a joint venture interest in any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each 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; and (iiiii) any Domestic Subsidiary (other than an Excluded Subsidiary) acquired or formed or acquired after the Closing Date which joins this Agreement within 20 Business Days after the date of acquisition or formation thereof as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case Guarantor by delivering to the Administrative Agent and Collateral Trustee, as applicable, (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 7.1 [First Loans] Conditions to Amendment and Restatement; Conditions of Lending and Issuance of Letters of Credit], modified as appropriate; , and (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent Collateral Trustee for the benefit of the Lenders 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 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 (DC) 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 diligence materials Subsidary shall deliver a signed joinder to the CNX Gas Guaranty Agreement (in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor mattersthe form attached thereto) as to the Administrative Agent shall reasonably requestAgent. Each Except in connection with an Investment permitted by Section 8.2.4 [Loans and Investments] or as a result of a Permitted Acquisition, none of the Loan Parties shall not become or agree to (1) become a party to a general partner in any general or limited partnership, except that the Loan Parties may be general partners in other Loan Parties, or (2) hold an equity interest in any Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to to, own or create directly or indirectly any Subsidiaries other than (i) any Significant Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Significant Subsidiary formed or acquired after the Closing Date which joins this Agreement as becomes a Borrower or as a Guarantor, and, to the extent not resulting Guarantor in material adverse tax consequences, accordance with Section 10.18 [Joinder of Guarantors]; (iii) any Foreign Subsidiary formed or acquired which after the Closing Date becomes a Significant Subsidiary and which joins upon becoming a Significant Subsidiary becomes a Guarantor in accordance with Section 10.18 [Joinder of Guarantors] and (iv) 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]. Notwithstanding the foregoing provisions of this Agreement as a Borrower or as a GuarantorSection 7.2.7, in each case by delivering with respect to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinderthose Significant Subsidiaries of Ashland Coal , Inc., as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders Closing Date, the Borrower shall cause such Significant Subsidiaries to join the Guaranty Agreement in accordance with Section 10.18 within thirty (30) days following the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Closing Date. Neither the Borrower nor any Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties Borrower shall not become or agree to (1) become a party to general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties or may make Investments in joint ventures (so as long as the joint venture is engaged in a Joint Venture 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 than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Loan Parties.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) Foreign Subsidiaries or (iii) Inactive Subsidiaries set forth on Schedule 6.1.1, provided however, if any Domestic such Subsidiary no longer remains an Inactive Subsidiary, it shall immediately join this Agreement by delivering to the Administrative Agent (A) a signed Guarantor Joinder; (B) documents in the forms described in Section 7.1 [First Loans and Letters of Credit] modified as appropriate; and (C) documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in Collateral held by, such Subsidiary; and (vi) any Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case Guarantor by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 7.1 [First LoansLoans and Letters of Credit] modified as appropriate; and (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other Venture; provided that, (1) no Potential Default or Event of Default shall exist immediately prior to and after giving effect thereto and (2) the Undrawn Availability shall be greater than Permitted Investments and other investments permitted pursuant or equal to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor twenty percent (20%) of the Canadian Liabilities in accordance with Maximum Revolving Advance Amount immediately after giving effect thereto, the terms Loan Parties may create or acquire Joint Ventures so long as the aggregate amount of this Section 7.2.9investment or purchase price for all such Joint Ventures made by such Loan Parties does not exceed $5,000,000.

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 Subsidiary other than (i) any Material Domestic Subsidiary which has joined this Agreement as a Guarantor on the Closing Date; and (ii) any Material Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or Guarantor pursuant to Section 11.18 [Joinder of Guarantors], (iii) any Material First Tier Foreign Subsidiary existing on the Closing Date so long as a Guarantor, and, 65% of the equity interests of such Material First Tier Foreign Subsidiary have been pledged to the extent not resulting in material adverse tax consequencesAgent for the benefit of the Agent and the Banks on a first priority perfected basis, (iv) any Material First Tier Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement so long as a Borrower or as a Guarantor, in each case by delivering 65% of the equity interests of such Material First Tier Foreign Subsidiary have been pledged to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders Agent and the Banks on a first priority perfected basis and otherwise in accordance with the equity interests ofrequirements of Section 11.18 [Joinder of Guarantors], and Collateral held by, such Subsidiary; and (Dv) such diligence materials in respect any other Subsidiary which is not the subject of such Subsidiary the immediately preceding clauses (including, without limitation, “know your customer”, liens, ERISA and labor mattersi) as the Administrative Agent shall reasonably requestthrough (iv) of this Section 8.2.9. Each of the Loan Parties and their Subsidiaries shall not become or agree to (1) become a party to general or limited partner in any general or limited partnership, except that the Loan Parties or their Subsidiaries may be general or limited partners in other Loan Parties and in Subsidiaries of other Loan Parties or in any Person in which an Investment is made as permitted by Sections 8.2.4(v), (vi), (vii), (viii) or (ix), (2) become a Joint Venture member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties or their Subsidiaries may be members or managers of, or hold limited liability company interests in, other than Permitted Investments Loan Parties and in Subsidiaries of other investments Loan Parties or in any Person in which an Investment is made as permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarityby Sections 8.2.4(v), (vi), (vii), (viii) or (ix), or (3) become a joint venturer or hold a joint venture interest in any Subsidiary organized under joint venture, except that the laws of Canada Loan Parties or their Subsidiaries may hold a joint venture interest in any political subdivision thereof that Person in which an Investment is formed made as permitted by Sections 8.2.4(v), (vi), (vii), (viii) or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9(ix).

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 103 Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing DateDate or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance); and (ii) any Domestic Subsidiary formed under the laws of the United States or acquired a state thereof after the Closing Date which joins this Agreement as a Borrower or as a GuarantorGuarantor pursuant to Section 11.13 [Joinder of Guarantors], and, to provided that such Subsidiary and the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor JoinderLoan Parties, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to applicable, shall grant and perfect the Prior Security Interests cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the equity interests ofassets held by, and Collateral held bystock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (Div) such diligence materials Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in respect 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 (includingand the Loan Parties, without limitationas applicable, “know your customer”, liens, ERISA shall grant and labor matters) as cause to be perfected first priority Liens to the Administrative Agent shall reasonably requestfor 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. Each 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 other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Venture.

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

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; and (iiiii) any Domestic Subsidiary (other than an Excluded Subsidiary) acquired or formed or acquired 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 Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case Guarantor by delivering to the Administrative Agent and Collateral Trustee, as applicable, (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 7.1 [First Loans] 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 the Prior Security Interests to the Administrative Agent Collateral Trustee for the benefit of the Lenders 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 (Dany 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]) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) shall join this Agreement as Guarantors but shall not be required to grant a security interest to the Administrative Agent shall reasonably request. Each Collateral Trustee for the benefit of the Loan Secured Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments in the equity interests of, and property and other investments permitted 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 7.2.4 8.1.16 [Loans and InvestmentsCNX Gas Guaranty]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date but such CNX Gas Loan Party shall not be required to join this Agreement as a Guarantor or as a Loan Party. Except in connection with an Investment permitted by Section 8.2.4 [Loans and Investments] or as a result of a Permitted Acquisition, none of the Canadian Liabilities Loan Parties shall become or agree to (1) become a general partner in accordance with any general or limited partnership, except that the terms of this Section 7.2.9Loan Parties may be general partners in other Loan Parties, or (2) hold an equity interest in any Joint Venture.

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 to own or create directly or indirectly any Subsidiaries other than however, 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 Guarantor on of the Closing Date; Borrower, and (D) after forming such Subsidiary, no Default or Event of Default shall have occurred and be continuing, and (ii) the Borrower and any Domestic direct or indirect wholly-owned Subsidiary thereof may form other Subsidiaries that are not wholly-owned Subsidiaries so long as (A) prior to the formation thereof the Borrower shall 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 debt and obligations of such entity), (C) the Borrower shall, directly or indirectly, hold more than fifty percent (50%) of the 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 acceptable to it, all of the equity and other interests held by the Borrower, either directly or indirectly, in such Subsidiary, (E) such newly formed or acquired after Subsidiary shall be in the Closing Date which joins this Agreement same line of business as a the Borrower or any Subsidiary of the Borrower as a Guarantorof the date of its formation; and (F) after forming such Subsidiary, andno 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 not resulting approved in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case writing from time to time by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant its sole and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9absolute discretion.

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 Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a GuarantorGuarantor pursuant to Section 10.18 [Joinder of Guarantors]; provided, andhowever, that the Loan 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 not be subject to the extent not resulting in material adverse tax consequencesrequirements of Subclauses (i) and (ii) directly above, and provided further that the aggregate amount provided by the Loan Parties of all investments in, loans or advances to, and other capitalization of any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents nature of all Offshore Subsidiaries and of such Subsidiaries engaged in the forms described retail sale of goods in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent Puerto Rico shall reasonably requestnot exceed $5,000,000. Each of the Loan Parties shall not become or agree to (1) become a party 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 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 other than Permitted Investments joint venture between Borrower and other investments permitted pursuant Angus & Coote Holdings Ltd. (such joint venture doing business as "Goldmark") in an aggregate amount not to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under exceed the laws of Canada or any political subdivision thereof that is formed or acquired by following respective maximum amount during the Canadian Borrower after the corresponding period set forth below: PERIOD: MAXIMUM AMOUNT: Closing Date shall join this Agreement as a Guarantor to the First Anniversary of Closing Date $4,000,000 First Anniversary of Closing Date to the Canadian Liabilities in accordance with Second Anniversary of Closing Date $6,000,000 Second Anniversary of Closing Date to the terms Third Anniversary of this Section 7.2.9.Closing Date $8,000,000

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

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired (as permitted hereunder) after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case Guarantor by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 7.1 [First LoansLoans and Letters of Credit] modified as appropriate; and (C) documents necessary to grant and perfect the Prior Security Interests (subject to Permitted Liens) to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (Diii) such diligence materials in respect of any Excluded Subsidiary and any Subsidiary formed or acquired by any Excluded Subsidiary, provided, however, that any such Subsidiary (including, without limitation, “know your customer”, liens, ERISA of any Excluded Subsidiary shall be subject to the same terms and labor matters) as the Administrative Agent shall reasonably requestprovisions of this Agreement which are applicable to such Excluded Subsidiary. Each None of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments Venture; provided that the Borrower shall be permitted to become a member of Oaktown Gas, LLC, an Indiana limited liability company (“Oaktown Gas”) and other investments 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 pursuant to under Section 7.2.4 [Loans and Investments]. For purposes 8.2.4 (it being understood that for the avoidance of claritydoubt, any Subsidiary organized such investment in Oaktown Gas shall reduce capacity for investments in Excluded Subsidiaries under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.98.2.4).

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

Subsidiaries, Partnerships and Joint Ventures. (a) Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary as permitted under Section 8.2.4 [Investments]. In addition to the Material Subsidiaries which has have joined this Agreement as Guarantor Guarantors on the Closing Date; and (ii) any Domestic , each US Subsidiary that is a Material Subsidiary formed or acquired by a Loan Party after the Closing Date which joins (or designated by the Borrower to be a Guarantor pursuant to paragraph (d) of this Section 8.2.9) shall, no later than sixty (60) days (or such longer period as agreed to by the Administrative Agent in writing in its sole discretion) after its becoming a Material Subsidiary (or being designated to be a Guarantor by the Borrower pursuant to paragraph (d) of this Section 8.2.9), join this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case Guarantor by delivering to the Administrative Agent (Ai) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (Bii) documents in the forms described in Section 6.1 7.1 [First LoansLoans and Letters of Credit] modified as appropriate; and (Ciii) documents Collateral Documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent, the UK Security Trustee or the Spanish Security Agent (as applicable) for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect applicable property of such Subsidiary (includingwhich, without limitationfor the avoidance of doubt, “know your customer”shall be limited to the kind and type of property pledged as Collateral on the Closing Date, liens, ERISA and labor matters) as taking into account the Administrative Agent jurisdiction of organization of such Subsidiary); provided that whether a Subsidiary shall reasonably request. Each of the Loan Parties shall not become or agree be obligated to become a party Guarantor and execute and deliver the Loan Documents described in clauses (i), (ii) and (iii) above (and the respective forms thereof) shall be subject to the Agreed Guaranty Principles and the Agreed Security Principles. Subject to the Agreed Security Principles, each Loan Party creating or acquiring a Joint Venture other than Permitted Investments Subsidiary shall grant and other investments permitted pursuant perfect a Prior Security Interest to Section 7.2.4 [Loans and Investments]the Administrative Agent, the UK Security Trustee or the Spanish Security Agent (as applicable) for the benefit of the Lenders in the Equity Interests of such Subsidiary. For purposes of clarityIf, at any time, any Subsidiary organized of the Borrower is a borrower or guarantor under the laws of Canada 2022 Notes or any political subdivision thereof that refinancing thereof, but is formed or acquired by the Canadian Borrower after the Closing Date not a Guarantor hereunder, such Subsidiary shall join this Agreement as a Guarantor of in the Canadian Liabilities manner prescribed in accordance with the terms of this Section 7.2.98.2.9; provided that, in such case, the Agreed Guaranty Principles shall apply only if and to the extent that they apply under the 2022 Notes or such refinancing.

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 Domestic Subsidiary (other than the Excluded Subsidiaries) which has joined this Agreement as Guarantor on the Closing Date; (ii) any Foreign Subsidiary permitted by clause (iv) of Section 8.2.4, (iii) the Excluded Subsidiaries, and (iiiv) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or Guarantor pursuant to Section 11.18 [Joinder of Guarantors], provided that each newly formed Domestic Subsidiary and the Loan Parties, as a Guarantorapplicable, and, shall grant and cause to be perfected first priority Liens to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders Banks in the equity interests of, and Collateral assets held by, and stock of or other ownership interests in, such Domestic Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to (1) become a party to general partner in any general or limited partnership, except that the Loan Parties may be general partners in other Loan Parties, (2) become a Joint Venture limited partner in any limited partnership (except that (a) the Loan Parties may be limited partners in other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes Loan Parties, (b) 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 clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement 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 Guarantor 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 Canadian Liabilities 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 (4) become a joint venturer or hold a joint venture interest in accordance with the terms of this Section 7.2.9any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing DateDate or which is listed on Schedule 6.1.3 hereto (excluding Koppers Assurance); and (ii) any Domestic Subsidiary formed under the laws of the United States or acquired a state thereof after the Closing Date which joins this Agreement as a Borrower or Guarantor pursuant to Section 11.13 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as a Guarantorapplicable, and, shall grant and cause to be perfected first priority Liens to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Collateral Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the equity interests ofassets held by, and Collateral held bystock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (Div) such diligence materials Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in respect 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 Collateral Agent for the benefit of the Lenders (including, without limitation, “know your customer”, liens, ERISA in form and labor matters) as substance satisfactory to the Administrative Agent shall reasonably requestAgent) in the assets held by, and stock of or other ownership interests in, such Subsidiary. Each Except as set forth on Schedule 8.2.9 and to the extent permitted by clause (vii) of Section 8.2.4 [Loans and Investments], each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Guarantor on the Closing DateDate or which is listed on Schedule 6.1.2 hereto (excluding Koppers Assurance); and (ii) any Domestic Subsidiary formed under the laws of the United States or acquired a state thereof after the Closing Date which joins this Agreement as a Borrower or as a GuarantorGuarantor pursuant to Section 11.13 [Joinder of Guarantors], and, to provided that such Subsidiary and the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor JoinderLoan Parties, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to applicable, shall grant and perfect the Prior Security Interests cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Lenders (in form and substance satisfactory to the Administrative Agent) in the equity interests ofassets held by, and Collateral held bystock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary, (Div) such diligence materials Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary, (v) Persons acquired in respect 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 (includingand the Loan Parties, without limitationas applicable, “know your customer”, liens, ERISA shall grant and labor matters) as cause to be perfected first priority Liens to the Administrative Agent shall reasonably requestfor 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. Each 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 other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary Subsidiaries which has joined this Agreement as Guarantor on the Closing Date; are not Significant Subsidiaries, and (ii) any Domestic Significant Subsidiary formed or acquired after which has joined the Closing Date which joins this Guaranty Agreement as a Borrower or as a Guarantor, and, which has pledged the equity interests it owns in any other Significant Subsidiary to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative 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 the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) connection therewith as the Administrative Agent shall may reasonably request. Each , and who has caused all of the Loan Parties 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. Neither the Borrower nor any Subsidiary of the Borrower shall not become or agree to become a party to general or limited partner in any general or limited partnership or 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 other than Venture; provided, however, that the aggregate permitted Investments in all Permitted Investments Joint Ventures shall not at any time exceed, for all Loan Parties and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of claritytheir Subsidiaries, $50,000,000, (2) the Loan Parties may hold limited partnership interests or limited liability company member interests in any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor general partner of the Canadian Liabilities master limited partnership formed as part of the MLP Transaction, or (3) the Loan Parties may be general or limited partners in accordance with other Loan Parties or be members or managers of, or hold limited liability company interests in, other Loan Parties and except that the terms 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 this Section 7.2.9the Arch Western Group.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties The Borrower shall not, and shall not permit any of its Subsidiaries to to, own or create directly or indirectly any Subsidiaries other than (i) the Excluded Subsidiaries, (ii) Subsidiaries which are not Significant Subsidiaries and (iii) any Significant Subsidiary which has joined this the Guaranty Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, andwhose accounts receivable, inventory, owned real property, material patents, trademarks and copyrights and equity interests owned in any other Person (other than any member of the Arch Western Group) are pledged to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Collateral Agent for the benefit of the Lenders in the equity interests ofon a first priority perfected basis pursuant to a Security Agreement, Mortgage(s), Patent, Trademark and Copyright Assignment, and Collateral held byPledge Agreement, who has executed all other Loan Documents, who has also delivered to the Administrative Agent such Subsidiary; opinions of counsel and (D) such diligence materials other documents in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) connection therewith as the Administrative Agent shall may reasonably request. Each , and who has caused all of the Loan Parties 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. Neither the Borrower nor any Subsidiary of the Borrower shall not become or agree to become a party to general or limited partner in any general or limited partnership or 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 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 than Permitted Investments Loan Parties or be members or managers of, or hold limited liability company interests in, other Loan Parties and other investments permitted pursuant to Section 7.2.4 [Loans except that the Borrower may hold a limited liability company interest in Arch Western and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor Arch Western may hold limited liability company interests in its Subsidiaries which are members of the Canadian Liabilities in accordance with the terms of this Section 7.2.9Arch Western Group."

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 Borrower or Guarantor on the Closing DateDate and the Excluded Subsidiaries; provided if I.H.H. Corp. is not dissolved and all of its assets transferred to a Domestic Loan Party by December 31, 2010, it shall on or before December 31, 2010, become a Domestic Guarantor pursuant to the provisions of Section 11.15.1 [Joinder of Guarantors and Borrowers]; (ii) any Domestic Subsidiary (A) formed (or acquired acquired) after the Closing Date 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 satisfies each other applicable requirement set forth in Section 11.15.1 [Joinder of Guarantors and Borrowers], or (B) in the case of an Excluded Subsidiary as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after 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 satisfies each other applicable requirement set forth in Section 11.15.1 [Joinder of Guarantors and Borrowers], (iii) any Foreign Subsidiary which is not organized in the same jurisdiction as a GuarantorLoan Party and which is not a Material Subsidiary, in and (iv) Xxxxxx Surgical Pty. Ltd., Home Health Equipment Pty. Ltd. and Healthcare Equipment WA Pty. Ltd., each case a Subsidiary of Invacare Australia Pty. Ltd., which Subsidiaries shall be Guarantors on the Closing Date but may be dissolved and all of their assets transferred to and into Invacare Australia Pty. Ltd. (and if such dissolutions occur, such must be consummated by delivering December 31, 2010), and the Borrowers shall provide copies of the appropriate dissolution and asset transfer documents with respect thereto to the Administrative Agent not later than ten (A10) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant Business Days after such dissolution and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably requestasset transfer. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments a Joint Venture permitted pursuant to under Section 7.2.4 8.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.