Common use of Other Subsidiaries Clause in Contracts

Other Subsidiaries. If, as of the end of any fiscal quarter of WFS occurring after the Closing Date, the aggregate book value of assets of all then existing Guarantors, on a consolidated basis, (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) do not represent at least 80% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year (the “80% Guaranty Threshold”), then the Borrowing Agent shall (i) promptly notify the Administrative Agent that the 80% Guaranty Threshold is not met and identify additional Domestic Subsidiaries, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors such that upon such identified Subsidiaries becoming Guarantors, the 80% Guaranty Threshold will be satisfied, and (ii) promptly (and in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days), in each case, which period may extended by the Administrative Agent in its sole discretion, cause each such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor pursuant to this subsection (b) if such guaranty would violate applicable Law and (y) none of Atlantic Fuel Services, Cayman Holding Company II, IRC and Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13.

Other Subsidiaries. IfWithin 10 Business Days of becoming a Material Subsidiary, each Person which hereafter becomes a Material Subsidiary shall execute and deliver to the Administrative Agent (a) an Addendum and Assumption Agreement in form and substance satisfactory to the Administrative Agent, pursuant to which such Material Subsidiary becomes a Borrower and assumes the Obligations applicable to a Borrower arising under this Agreement, (b) new Notes payable to each Lender in the principal amount of such Lender's Commitment as in effect on the date such Note is executed, (c) an addendum to the Security Agreement in form and substance satisfactory to the Administrative Agent, pursuant to which such Material Subsidiary grants to the Administrative Agent, for the pro rata benefit of the end Lenders, a first priority security interest in all of any fiscal quarter of WFS occurring after the Closing Date, the aggregate book value of assets of all then existing Guarantors, on a consolidated basis, (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) do not represent at least 80% such Material Subsidiary's personal property of the aggregate book value of assets of WFS types described in SECTION 6.1(A), whether now owned or hereafter acquired, and its Subsidiaries on a consolidated basis as all products and proceeds thereof, and (d) an addendum to the Borrower Pledge Agreement, if applicable, in form and substance satisfactory to the Administrative Agent, pursuant to which such Material Subsidiary grants to the Administrative Agent, for the pro rata benefit of the end of WFS’s most recently completed fiscal year (the “80% Guaranty Threshold”)Lenders, then the Borrowing Agent shall a first priority security interest in (i) promptly notify all of the Administrative Agent that the 80% Guaranty Threshold is not met capital stock and identify additional Domestic Subsidiariesother equity interests of each other Material Subsidiary, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors whether now owned or hereafter acquired by such that upon such identified Subsidiaries becoming Guarantors, the 80% Guaranty Threshold will be satisfiedMaterial Subsidiary, and (ii) promptly (66% of the shares of voting stock and in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any other voting equity interests and all of the shares of non-voting preferred stock and other non-voting equity interests of each direct Foreign Subsidiary, within sixty whether now owned or hereafter acquired by such Material Subsidiary, (60e) days)such further documents and instruments (including without limitation Uniform Commercial Code financing statements, in each case, which period may extended by stock certificates and stock powers) as the Administrative Agent in its sole discretiondiscretion deems necessary or desirable to create, cause each evidence, preserve, and perfect its Liens in the Collateral, and (f) such legal opinions, corporate and partnership documents and certificates as Administrative Agent or its counsel may require in connection with the documents executed and delivered pursuant to this Section. In addition, if the Material Subsidiary is a Subsidiary of the Parent Guarantor, then the Parent Guarantor hereby agrees to become a execute and deliver an amendment to the Parent Guarantor by executing Pledge Agreement, in form and delivering substance satisfactory to the Administrative Agent a Guaranty Joinder Agreement or such other document as Agent, pursuant to which the Parent Guarantor grants to the Administrative Agent shall deem appropriate Agent, for the pro rata benefit of the Lenders, a first priority security interest in all of the capital stock and other equity interests of such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor pursuant to this subsection (b) if such guaranty would violate applicable Law and (y) none of Atlantic Fuel Services, Cayman Holding Company II, IRC and Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13Material Subsidiary.

Other Subsidiaries. If, as of the end of any fiscal quarter of WFS occurring after the Closing Date, the aggregate book value of assets of all then existing Guarantors, on a consolidated basis, (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) do not represent at least 80% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year (the “80% Guaranty Threshold”), then the Borrowing Agent shall (i) promptly notify the Administrative Agent that the 80% Guaranty Threshold is not met and identify additional Domestic Subsidiaries, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors such that upon such identified Subsidiaries becoming Guarantors, the 80% Guaranty Threshold will be satisfied, and (ii) promptly (and in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days), in each case, which period may extended by the Administrative Agent in its sole discretion, cause each such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor pursuant to this subsection (b) if such guaranty would violate applicable Law and (y) none of Atlantic Fuel Services, Cayman Holding Company II, IRC and Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13.

Other Subsidiaries. If, as of the end of any fiscal quarter of WFS occurring after the Closing Date, the aggregate book value of assets of all then existing Guarantors, on a consolidated basis, (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) do not represent at least 8075% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year (the “8075% Guaranty Threshold”), then the Borrowing Agent shall (i) promptly notify the Administrative Agent that the 8075% Guaranty Threshold is not met and identify additional Domestic Subsidiaries, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors such that upon such identified Subsidiaries becoming Guarantors, the 8075% Guaranty Threshold will be satisfied, and (ii) promptly (and in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days), in each case, which period may extended by the Administrative Agent in its sole discretion, cause each such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor pursuant to this subsection (b) if such guaranty would violate applicable Law and (y) none of Atlantic Fuel Services, Cayman Holding Company II, IRC and Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13.

Other Subsidiaries. IfThe Borrower shall cause each Person ------------------ which is now or hereafter becomes a Subsidiary (other than Foreign Subsidiaries) to execute and deliver to the Agent (a) a Guaranty in form and substance satisfactory to the Agent, as pursuant to which such Subsidiary guaranties the prompt payment and performance in full of all of the end Obligations, (b) a Guarantor Security Agreement in form and substance satisfactory to the Agent, pursuant to which such Subsidiary grants to the Agent, for the pro rata benefit of the Banks, a first priority security interest in all of such Subsidiary's personal property, including without limitation the types of personal property described in Section 6.1(b), whether now owned or hereafter acquired, and all -------------- products and proceeds thereof, and (c) appropriate documentation to become a party to the Contribution and Indemnification Agreement. With regard to each Person which is now or hereafter becomes a Subsidiary (other than Foreign Subsidiaries), the Borrower shall execute or cause to be executed a pledge agreement in form and substance satisfactory to the Agent, pursuant to which the Agent, for the pro rata benefit of the Banks, is granted a first priority security interest (a) in the case of a Domestic Subsidiary (excluding the holding company of any fiscal quarter Foreign Subsidiary), in all of WFS occurring after the Closing Datecapital stock of such Subsidiary, and (b) in the aggregate book value case of assets a holding company of all then existing Guarantorsany Foreign Subsidiary, on a consolidated basis, (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) do not represent at least 8065% of the aggregate book value shares of assets of WFS voting stock and its Subsidiaries on a consolidated basis as all of the end shares of WFS’s most recently completed fiscal year (non-voting preferred stock of such Subsidiary. The Borrower shall cause to be executed and delivered to the “80% Guaranty Threshold”), then the Borrowing Agent shall (i) promptly notify such further documents and instruments, including without limitation Uniform Commercial Code financing statements, as the Administrative Agent that the 80% Guaranty Threshold is not met and identify additional Domestic Subsidiariesin its sole discretion deems necessary or desirable to create, evidence, preserve, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors such that upon such identified Subsidiaries becoming Guarantors, perfect its Liens in the 80% Guaranty Threshold will be satisfiedCollateral, and (ii) promptly (such legal opinions, corporate and partnership documents and certificates as Agent or its counsel may require in any event, connection with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days), in each case, which period may extended by the Administrative Agent in its sole discretion, cause each such Subsidiary to become a Guarantor by executing documents executed and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor delivered pursuant to this subsection (b) if such guaranty would violate applicable Law and (y) none of Atlantic Fuel Services, Cayman Holding Company II, IRC and Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13Section.

Other Subsidiaries. IfEach Person which is now or hereafter ------------------ becomes a Subsidiary (other than Foreign Subsidiaries) shall execute and deliver to the Agent (a) a Guaranty in form and substance satisfactory to the Agent, as pursuant to which such Subsidiary guaranties the prompt payment and performance in full of all of the end Obligations, and (b) a Guarantor Security Agreement in form and substance satisfactory to the Agent, pursuant to which such Subsidiary grants to the Agent, for the pro rata benefit of the Banks, a first priority security interest in all of such Subsidiary's personal property, including without limitation the types of personal property described in Section 6.1(b), -------------- whether now owned or hereafter acquired, and all products and proceeds thereof. With regard to each Person which is now or hereafter becomes a Subsidiary (other than Foreign Subsidiaries), the Borrower shall execute or cause to be executed a pledge agreement in form and substance satisfactory to the Agent, pursuant to which the Agent, for the pro rata benefit of the Banks, is granted a first priority security interest (a) in the case of a Domestic Subsidiary (excluding the holding company of any fiscal quarter Foreign Subsidiary), in all of WFS occurring after the Closing Datecapital stock of such Subsidiary, and (b) in the aggregate book value case of assets a holding company of all then existing Guarantorsany Foreign Subsidiary, on a consolidated basis, (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) do not represent at least 8065% of the aggregate book value shares of assets of WFS voting stock and its Subsidiaries on a consolidated basis as all of the end shares of WFS’s most recently completed fiscal year (non- voting preferred stock of such Subsidiary. The Borrower shall cause to be executed and delivered to the “80% Guaranty Threshold”), then the Borrowing Agent shall (i) promptly notify such further documents and instruments, including without limitation Uniform Commercial Code financing statements, as the Administrative Agent that the 80% Guaranty Threshold is not met and identify additional Domestic Subsidiariesin its sole discretion deems necessary or desirable to create, evidence, preserve, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors such that upon such identified Subsidiaries becoming Guarantors, perfect its Liens in the 80% Guaranty Threshold will be satisfiedCollateral, and (ii) promptly (such legal opinions, corporate and partnership documents and certificates as Agent or its counsel may require in any event, connection with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days), in each case, which period may extended by the Administrative Agent in its sole discretion, cause each such Subsidiary to become a Guarantor by executing documents executed and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor delivered pursuant to this subsection (b) if such guaranty would violate applicable Law and (y) none of Atlantic Fuel Services, Cayman Holding Company II, IRC and Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13Section.

Other Subsidiaries. If, as of the end of any fiscal quarter of WFS occurring after the Closing Date, the aggregate book value of assets of all then existing Guarantors, on a consolidated basis, basis (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) ), do not represent at least 8070% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year (the “8070% Guaranty Threshold”), then the Borrowing Agent shall (i) promptly notify the Administrative Agent that the 8070% Guaranty Threshold is not met and identify additional Domestic Subsidiaries, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors such that upon such identified Subsidiaries becoming Guarantors, the 8070% Guaranty Threshold will be satisfied, and (ii) promptly (and in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days), in each case, which period may extended by the Administrative Agent in its sole discretion), cause each such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor pursuant to this subsection (b) if such guaranty would violate applicable Law and Law, (y) none of neither Atlantic Fuel Services, Cayman Holding Company II, IRC and nor Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13, and (z) no Domestic Subsidiary that individually represents less than 0.5% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year (such entities, “De Minimus Entities”) shall be required to become a Guarantor pursuant to this subsection (b) until all other Domestic Subsidiaries have become Guarantors, it being understood that for all purposes of this Section 6.12 , no Foreign Subsidiary Guarantor that was not a Guarantor on the Fifth Amendment Effective Date shall be included in the numerator of the calculation of the 70% Guaranty Threshold unless, at the time of such calculation, all Domestic Subsidiaries that are not either Unrestricted Subsidiaries or De Minimus Entities have been joined as Guarantors.

Other Subsidiaries. If, as of the end of any fiscal quarter of WFS occurring after the Closing Date, the aggregate book value of assets of all then existing Guarantors, on a consolidated basis, (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) do not represent at least 8090% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year (the “8090% Guaranty Threshold”), then the Borrowing Agent shall (i) promptly notify the Administrative Agent that the 8090% Guaranty Threshold is not met and identify additional Domestic Subsidiaries, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors such that upon such identified Subsidiaries becoming Guarantors, the 8090% Guaranty Threshold will be satisfied, and (ii) promptly (and in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days), in each case, which period may extended by the Administrative Agent in its sole discretion, cause each such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor pursuant to this subsection (b) if such guaranty would violate applicable Law or result in a material adverse tax consequence to the Borrowers or any Subsidiary and (y) none of Atlantic Fuel Services, Cayman Holding Company II, IRC and Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13.

Other Subsidiaries. If, as of the end of any fiscal quarter of WFS occurring after the Closing Date, the aggregate book value of assets of all then existing Guarantors, on a consolidated basis, basis (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) ), do not represent at least 8070% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year quarter (the “8070% Guaranty Threshold”), then the Borrowing Agent shall (i) promptly notify the Administrative Agent that the 8070% Guaranty Threshold is not met and identify additional Domestic Subsidiaries, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors such that upon such identified Subsidiaries becoming Guarantors, the 8070% Guaranty Threshold will be satisfied, and (ii) promptly (and in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days), in each case, which period may extended by the Administrative Agent in its sole discretion), cause each such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor pursuant to this subsection (b) if such guaranty would violate applicable Law and Law, (y) none of neither Atlantic Fuel Services, Cayman Holding Company II, IRC and nor Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13, and (z) no Domestic Subsidiary that individually represents less than 0.5% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal quarter (such entities, “De Minimus Entities”) shall be required to become a Guarantor pursuant to this subsection (b) until all other Domestic Subsidiaries have become Guarantors, it being understood that for all purposes of this Section 6.12 , no Foreign Subsidiary Guarantor that was not a Guarantor on the Amendment No. 8 Effective Date shall be included in the numerator of the calculation of the 70% Guaranty Threshold unless, at the time of such calculation, all Domestic Subsidiaries that are not either Unrestricted Subsidiaries or De Minimus Entities have been joined as Guarantors.

Other Subsidiaries. If, as of the end of any fiscal quarter of WFS occurring after the Closing Date, the aggregate book value of assets of all then existing Guarantors, on a consolidated basis, basis (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) ), do not represent at least 8070% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year (the “8070% Guaranty Threshold”), then the Borrowing Agent shall (i) promptly notify the Administrative Agent that the 8070% Guaranty Threshold is not met and identify additional Domestic Subsidiaries, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors such that upon such identified Subsidiaries becoming Guarantors, the 8070% Guaranty Threshold will be satisfied, and (ii) promptly (and in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days), in each case, which period may extended by the Administrative Agent in its sole discretion), cause each such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor pursuant to this subsection (b) if such guaranty would violate applicable Law and Law, (y) none of neither Atlantic Fuel Services, Cayman Holding Company II, IRC and nor Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13, and (z) no Domestic Subsidiary that individually represents less than 0.5% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year (such entities, “De Minimus Entities”) shall be required to become a Guarantor pursuant to this subsection (b) until all other Domestic Subsidiaries have become Guarantors, it being understood that for all purposes of this Section 6.12 , no Foreign Subsidiary Guarantor that was not a Guarantor on the Amendment No. 2 Effective Date shall be included in the numerator of the calculation of the 70% Guaranty Threshold unless, at the time of such calculation, all Domestic Subsidiaries that are not either Unrestricted Subsidiaries or De Minimus Entities have been joined as Guarantors.