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

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

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers Holdings shall not, and shall not permit any of its Material Subsidiaries to, own own, acquire, or create directly or indirectly any Subsidiaries Material Non-AGC Subsidiary other than (i) any Subsidiary Material Non-AGC Subsidiaries each of which has joined this Agreement as Borrower on the Closing Date; and (ii) a Guarantor at any Subsidiary formed time after the Closing Date which joins this Agreement as Borrower in accordance with Section 10.18 [Joinder of Guarantors]; provided, however, that the parties hereto acknowledge and agree that AGRI and AGRO shall not be required to become Guarantors and deliver all required documents pursuant to Section 10.18 [Joinder]unless Loans have been incurred by, provided that the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Borrowers, as applicable, shall grant and cause to be perfected first priority Liens to the Agent or Letters of Credit issued for the benefit of the Banks account of, Holdings, AGRO and/or AGRI as contemplated in the assets held by, and stock of or other ownership interests in, such SubsidiarySection 6.02(b). Each of the Borrowers Holdings and its Material Subsidiaries shall not become or agree to become (1) become a general or limited partner in any general or limited partnership, except that the Borrowers Holdings or any of its Material Subsidiaries may be general or limited partners in any other BorrowersMaterial Subsidiary, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrowers Holdings or any of its Material Subsidiaries may be members or managers of, or hold limited liability company interests in, other BorrowersMaterial Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit venture except that Holdings or any of its Material Subsidiaries may be a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident party to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then joint venture (A) 100% that would not otherwise be a Material Subsidiary were it a Subsidiary of the Borrowers' interest inHoldings, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) as to which neither Holdings nor any Material Subsidiary is directly or indirectly jointly or severally liable for any act or omission of the assets joint venture beyond the amount of such Subsidiary shall not be pledged to any Person other than the Agentits investment therein.

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers The Borrower shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) Non-Guarantor Subsidiaries, including any Securitization Subsidiary which has joined this Agreement as Borrower on is the Closing Date; and subject of clause (iii) below) which are not Significant Subsidiaries, (ii) any Significant Subsidiary formed after the Closing Date which joins this Agreement as Borrower pursuant to has complied with Section 10.18 11.13 [JoinderRequirements for Significant Subsidiaries], provided that the Required Banks shall have consented to such formation and joinder and that such (iii) any Securitization Subsidiary and the Borrowers, as applicable, shall grant and cause to be perfected first priority Liens whose equity interests are pledged to the Collateral Agent for the benefit of the Banks Lenders (with the Pledge Agreement therefor to be in form and substance satisfactory to the assets held byAdministrative Agent) and which has otherwise complied with Section 11.13 [Requirements for Significant Subsidiaries]; provided, and stock however, notwithstanding the foregoing, to the extent that any Subsidiary of or other ownership interests inthe Borrower provides a guaranty under any Unsecured Senior Notes Indenture, such SubsidiarySubsidiary shall be required to join as a Guarantor under this Agreement. Each Neither the Borrower nor any Subsidiary of the Borrowers Borrower shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Borrowers may be general or limited partners in other Borrowers, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrowers may be members company or managers of, or hold limited liability company interests in, other Borrowers, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then (A) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) the assets of such Subsidiary shall not be pledged to any Person other than the Agent.:

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) any Subsidiary which has joined this Agreement as Borrower Guarantor on the Closing Date; , and (iiiv) any Subsidiary formed after the Closing Date which joins this Agreement as Borrower a Guarantor pursuant to Section 10.18 11.19 [JoinderJoinder of Guarantors], provided that the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Borrowers, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary. Each of the Borrowers Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Borrowers Loan Parties may be general or limited partners in other BorrowersLoan Parties and except that the 77 Loan Parties or their Subsidiaries may be a limited partner in a Permitted Related Business Opportunity, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrowers Loan Parties may be members or managers of, or hold limited liability company interests in, other BorrowersLoan Parties and except that the Loan Parties or their Subsidiaries may be members or managers of, or hold limited liability company interests in a Permitted Related Business Opportunity, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] , except that the Loan Parties or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall their Subsidiaries may become a Borrower hereunder as required by this Section 7.2.9, joint venturer in or (ii) if such investment does not represent hold a wholly-owned Subsidiary or joint venture interest in any joint venture that is not intended to remain a wholly-owned Subsidiary, then (A) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) the assets of such Subsidiary shall not be pledged to any Person other than the AgentPermitted Related Business Opportunity.

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

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers The Borrower shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Significant Subsidiary (other than Canyon Fuel) which has joined this the Guaranty Agreement as Borrower Guarantor on the Closing Date; and (ii) any Subsidiary formed which after the Closing Date becomes a Significant Subsidiary and which joins this Agreement as Borrower pursuant to upon becoming a Significant Subsidiary becomes a Guarantor in accordance with Section 10.18 [Joinder], provided that the Required Banks shall have consented to such formation Joinder of Guarantors] and joinder and that such Subsidiary and the Borrowers, as applicable, shall grant and cause to be perfected first priority Liens whose equity interests are pledged to the Administrative Agent for the benefit of the Banks in the assets held by, accordance with Section 10.18; and stock of or other ownership interests in, such (iii) any Subsidiary which is not a Significant Subsidiary. Each The Borrower shall cause any of its Subsidiaries which at any time becomes a Significant Subsidiary to become a Guarantor in accordance with Section 10.18 [Joinder of Guarantors] and shall cause each owner of the Borrowers equity interests thereof to pledge such equity interests to the Administrative Agent for the benefit of the Banks in accordance with Section 10.18. Except as shown on SCHEDULE 7.2.6, neither the Borrower nor any Subsidiary of the Borrower shall not become or agree to become (1) become a general or limited partner in any general or limited partnership, except that the Borrowers Loan Parties may be general or limited partners in other BorrowersLoan Parties, or (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrowers Loan Parties may be members or managers of, or hold limited liability company interests in, other Borrowers, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then (A) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) the assets of such Subsidiary shall not be pledged to any Person other than the AgentLoan Parties.

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers The Borrower shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Significant Subsidiary (other than Canyon Fuel) which has joined this the Guaranty Agreement as Borrower Guarantor on the Closing Date; and (ii) any Subsidiary formed which after the Closing Date becomes a Significant Subsidiary and which joins this Agreement as Borrower pursuant to upon becoming a Significant Subsidiary becomes a Guarantor in accordance with Section 10.18 [JoinderRequirements for Significant Subsidiaries]; and (iii) any Subsidiary which is not a Significant Subsidiary. The Borrower shall cause any of its Subsidiaries which at any time becomes a Significant Subsidiary to become a Guarantor in accordance with Section 10.18. Except as shown on Schedule 7.2.6, provided that neither the Required Banks shall have consented to such formation and joinder and that such Borrower nor any Subsidiary and the Borrowers, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary. Each of the Borrowers Borrower shall not become or agree to become (1) become a general or limited partner in any general or limited partnership, except that the Borrowers Loan Parties may be general or limited partners in other BorrowersLoan Parties, or (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that (A) the Borrowers Loan Parties may be members or managers of, or hold limited liability company interests in, other Borrowers, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then (A) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks Loan Parties and (B) the assets of such Subsidiary Loan Parties may make an Investment in a Permitted Joint Venture; provided, however, that the aggregate permitted Investments in all Permitted Joint Ventures shall not be pledged to at any Person other than the Agenttime exceed, for all Loan Parties and their Subsidiaries, $25,000,000.

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers 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 Borrower Guarantor on the Closing Date; and (ii) any Subsidiary formed after the Closing Date which joins this Agreement as Borrower a Guarantor as and to the extent required by Section 7.1.11 or becomes subject to the Pledge Agreement pursuant to Section 10.18 [Joinder], provided that the Required Banks shall have consented to such formation Joinder of Guarantors or Pledge under Pledge Agreement] as and joinder and that such Subsidiary and the Borrowers, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for extent required by Section 7.1.11, subject to the benefit restrictions set forth in this Section 7.2.8, it being understood that 65% of the Banks issued Partnership Interests, LLC Interests and Subsidiary Shares of each Foreign Subsidiary (other than a Designated Foreign Subsidiary or a Foreign Subsidiary which is a Subsidiary of a Foreign Subsidiary) and 100% of the issued Partnership Interests, LLC Interests and Subsidiary Shares of each Domestic Subsidiary (which is not a Subsidiary of a Foreign Subsidiary) shall at all times be subject to a first-lien security interest under the Pledge Agreement subject to the restrictions set forth in the assets held by, and stock of or other ownership interests in, such Subsidiarythis Section 7.2.8. Each of the Borrowers Restricted Subsidiaries shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Borrowers Loan Parties may be general or limited partners in other BorrowersLoan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrowers Loan Parties may be members or managers of, or hold limited liability company interests in, other BorrowersLoan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then (A) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) the assets of such Subsidiary shall not be pledged to any Person other than the Agent.

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers 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 Borrower a Guarantor on the Closing DateDate or which is listed on Schedule 6.1.3 hereto (excluding Koppers Assurance); and (ii) any Subsidiary formed under the laws of the United States or a state thereof after the Closing Date which joins this Agreement as Borrower a Guarantor pursuant to Section 10.18 11.13 [JoinderJoinder of Guarantors], provided that the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the BorrowersLoan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Administrative Agent for the benefit of the Banks Lenders (in form and substance satisfactory to the Administrative Agent) in the assets held by, and stock of or other ownership interests in, such Subsidiary; (iii) Excluded Subsidiaries and any subsidiary of an Excluded Subsidiary and (iv) Foreign Subsidiaries and any subsidiary of a Foreign Subsidiary. Each Except as set forth on Schedule 8.2.9 and to the extent permitted by clause (vii) of Section 8.2.4 [Loans and Investments], each of the Borrowers Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Borrowers Loan Parties may be general or limited partners in other BorrowersLoan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrowers Loan Parties may be members or managers of, or hold limited liability company interests in, other BorrowersLoan Parties, or (3) become a joint venturer or hold party to a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then (A) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) the assets of such Subsidiary shall not be pledged to any Person other than the AgentJoint Venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers 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 Borrower Guarantor on the Closing Date; and (ii) any Subsidiary formed after the Closing Date which joins this Agreement as Borrower a Guarantor pursuant to Section 10.18 11.18 [JoinderJoinder of Guarantors], and (iii) any of the Excluded Subsidiaries, provided that the Required Banks Lenders shall have consented to such any formation of each Subsidiary described in clause (ii) and joinder by such Subsidiary to this Agreement and the other Loan Documents and that such Subsidiary and the BorrowersLoan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks Lenders in such Subsidiary’s inventory and the assets (excluding Excluded Assets) held by, and stock of or other ownership interests in, such Subsidiary. Each of the Borrowers Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Borrowers Loan Parties may be general or limited partners in other BorrowersLoan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrowers Loan Parties may be members or managers of, or hold limited liability company interests in, other BorrowersLoan Parties or Excluded Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then (A) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) the assets of such Subsidiary shall not be pledged to any Person other than the Agent.

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers Holdings shall not, and shall not permit any of its Material Subsidiaries to, own own, acquire, or create directly or indirectly any Subsidiaries Material Non-AGC Subsidiary other than (i) any Subsidiary Material Non-AGC Subsidiaries each of which has joined this Agreement as Borrower on the Closing Date; and (ii) a Guarantor at any Subsidiary formed time after the Closing Date which joins this Agreement as Borrower in accordance with Section 10.18 [Joinder of Guarantors]; provided, however, that the parties hereto acknowledge and agree that AGRI and AGRO shall not be required to become Guarantors and deliver all required documents pursuant to Section 10.18 [Joinder], provided that until sixty (60) days after the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Borrowers, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such SubsidiaryEffective Date. Each of the Borrowers Holdings and its Material Subsidiaries shall not become or agree to become (1) become a general or limited partner in any general or limited partnership, except that the Borrowers Holdings or any of its Material Subsidiaries may be general or limited partners in any other BorrowersMaterial Subsidiary, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrowers Holdings or any of its Material Subsidiaries may be members or managers of, or hold limited liability company interests in, other BorrowersMaterial Subsidiaries, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit venture except that Holdings or any of its Material Subsidiaries may be a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident party to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then joint venture (A) 100% that would not otherwise be a Material Subsidiary were it a Subsidiary of the Borrowers' interest inHoldings, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) as to which neither Holdings nor any Material Subsidiary is directly or indirectly jointly or severally liable for any act or omission of the assets joint venture beyond the amount of such Subsidiary shall not be pledged to any Person other than the Agentits investment therein.

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers The Borrower shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Significant Subsidiary (other than Canyon Fuel) which has joined this the Guaranty Agreement as Borrower Guarantor on the Closing Date; and (ii) any Subsidiary formed which after the Closing Date becomes a Significant Subsidiary and which joins this Agreement as Borrower pursuant to upon becoming a Significant Subsidiary becomes a Guarantor in accordance with Section 10.18 [Joinder], provided that the Required Banks shall have consented to such formation Joinder of Guarantors] and joinder and that such Subsidiary and the Borrowers, as applicable, shall grant and cause to be perfected first priority Liens whose equity interests are pledged to the Administrative Agent for the benefit of the Banks Lenders in the assets held by, accordance with Section 10.18; and stock of or other ownership interests in, such (iii) any Subsidiary which is not a Significant Subsidiary. Each The Borrower shall cause any of its Subsidiaries which at any time becomes a Significant Subsidiary to become a Guarantor in accordance with Section 10.18 and shall cause each owner of the Borrowers equity interests thereof to pledge such equity interests to the Administrative Agent for the benefit of the Lenders in accordance with Section 10.18. Except as shown on Schedule 7.2.6, neither the Borrower nor any Subsidiary of the Borrower shall not become or agree to become (1) become a general or limited partner in any general or limited partnership, except that the Borrowers Loan Parties may be general or limited partners in other BorrowersLoan Parties, or (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrowers Loan Parties may be members or managers of, or hold limited liability company interests in, other Borrowers, or (3) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (ii) if such investment does not represent a wholly-owned Subsidiary or is not intended to remain a wholly-owned Subsidiary, then (A) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) the assets of such Subsidiary shall not be pledged to any Person other than the AgentLoan Parties.

Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers shall notOwn or create, and shall not permit any of its Subsidiaries to, own or create --------------------------------------------- directly or indirectly indirectly, any Subsidiaries other than (ia) any Subsidiary which has joined this Agreement as Borrower listed on the Closing Date; Schedule 3.8, and (iib) any Subsidiary formed or acquired after the Closing Date which joins this Agreement as Borrower pursuant to Section 10.18 [Joinder], the applicable Security Documents; provided that (i) the Required Banks Lender -------- shall have consented to such formation and joinder and that joinder, (ii) such Subsidiary and the Borrowers, as applicable, shall grant and cause to be perfected a valid first priority Liens (subject only to the Agent for the benefit Permitted Liens) security interest in favor of the Banks Collateral Trustee in the assets held byby such Subsidiary, and stock (iii) each applicable Loan Party shall grant a valid first priority security interest in favor of the Collateral Trustee in the stock, limited or general partnership interests, limited liability company interests or other ownership interests in, held by the applicable Loan Party in such Subsidiary, and (iv) the Lender shall have received legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender. Each of Except pursuant to the Borrowers foregoing sentence, neither the Borrower nor any other Loan Party shall not become or agree to (1A) become a general or limited partner in any general or limited partnership, except that the Borrowers Borrower or another Loan Party may be general or limited partners in other BorrowersLoan Parties, (2B) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Borrowers Borrower and the other Loan Parties may be members become a member or managers manager of, or hold a limited liability company interests interest in, other BorrowersLoan Parties, or (3C) become a shareholder in any corporation, except that the Borrower and the other Loan Parties may become shareholders in other Loan Parties, (D) become a joint venturer or hold a joint venture interest in any joint venture. Nothing in this Section 7.2.9 shall prohibit a transaction otherwise permitted by Section 7.2.4 [Loans and Investment] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] provided that incident to such transaction either (i) a wholly-owned Subsidiary of Parent, intended to remain a wholly-owned Subsidiary, shall become a Borrower hereunder as required by this Section 7.2.9, or (iiE) if such investment does not represent a wholly-owned Subsidiary or is not intended make any other Investments (except those permitted pursuant to remain a wholly-owned Subsidiary, then (ASection 6.8) 100% of the Borrowers' interest in, or arising under, such transaction is pledged as Collateral to the Agent on behalf of the Banks and (B) the assets of such Subsidiary shall not be pledged to in any Person other than the AgentPerson.

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