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. IfWithout in any way limiting the immediately preceding clause (i), as of the end of if at any fiscal quarter of WFS occurring time after the Closing DateDate a Non-Obligor Coverage Trigger Event occurs, 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)Company shall, to become Guarantors the extent necessary to cure the conditions giving rise to such that upon such identified Subsidiaries becoming Guarantors, the 80% Guaranty Threshold will be satisfied, and (ii) Non-Obligor Coverage Trigger Event as promptly (and as possible but in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, event within sixty (60) days)days following the occurrence thereof: (a) (1) cause, in each caseat the Company's option, which period may extended by additional Domestic Subsidiaries or Special Foreign Subsidiaries to execute and deliver to the Administrative Agent an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form of Annex I to Exhibit I attached hereto (whereupon such Subsidiary shall become a "Subsidiary Guarantor" under such Subsidiary Guaranty and this Agreement) or, in the case of a guaranty by any Special Foreign Subsidiary, such form of guaranty as may be enforceable under the laws of its sole discretionjurisdiction of organization in the determination of the Administrative Agent and its counsel, and (2) deliver and/or cause each such Subsidiary to become a Guarantor by executing deliver resolutions, officer's certificates, opinions of counsel and delivering such other authorizing documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; and/or (b) (1) execute and deliver or cause one or more parent Domestic Subsidiaries or Special Foreign Subsidiaries to execute and deliver to the Administrative Agent a Guaranty Joinder Agreement one or more Pledge Agreements with respect to sixty-five percent (65%) of the Capital Stock of one or more First-Tier Foreign Subsidiaries, and (2) deliver and/or cause each such parent Domestic Subsidiary or Special Foreign Subsidiary and such pledged First-Tier Foreign Subsidiary, as appropriate, to deliver resolutions, officer's certificates, opinions of counsel, share certificates, transfer powers and such other document authorizing or perfection documentation as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required may reasonably request, all in form and substance reasonably satisfactory 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 7.13the Administrative Agent.

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. 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, (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. 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, 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, 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. 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. 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.

Other Subsidiaries. If, as The Original Borrower shall ensure that Mediterranea and Movilweb remain Dormant Subsidiaries at all times. 25.4 Covenants relating to the Original Borrower and members 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, Borrower Group (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidationa) 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 Security The Original Borrower shall (i) promptly notify the Administrative Agent ensure 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, it shall and (ii) promptly procure (to the extent that it is able) that each member of the Borrower Group shall at its own expense (and where reasonably practicable to do so), take all such action as the Security Agent may reasonably require for the purpose of perfecting or protecting the Security Agent's rights under and preserving the security interests intended to be created or evidenced by any of the Finance Documents and following the making of any declaration pursuant to Clause 27.18 (Acceleration and Cancellation) or 27.19 (Tranche A Advances Due on Demand) for facilitating the realisation of any such security or any part thereof. (b) Security over Receivables (i) On the date of execution of the Receivables Pledge, the Original Borrower shall instruct the notary attesting the Receivables Pledge to notify any debtors owing over and above EUR50,000 at the time of the creation of the Receivables Pledge of the creation of the Receivables Pledge, such notice to be in the form agreed by the parties to the Receivables Pledge and attached thereto. (ii) The Original Borrower shall in any press release issued by it in connection with the completion of the Scheme and the Financial Restructuring include details that the credit rights against its customers have been pledged in favour of the Banks. (iii) Each of Original Borrower and the Parent: (A) shall instruct its auditors to show in all its audited consolidated financial statements (and in any eventthe case of the Original Borrower, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days)additionally, in each case, which period may extended by its unconsolidated audited financial statements) that the Administrative Agent Receivables Pledge has been granted; and (B) shall show in its sole discretionaudited financial statements (in the case of the Parent in respect of its consolidated financial statements only) required to be registered with the Comision Nacional del ▇▇▇▇▇▇▇ de Valores, cause each such Subsidiary to become a Guarantor by executing and delivering to or may in 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 future be required to become be so registered, that the Receivables Pledge has been granted. (iv) The Original Borrower shall on a Guarantor monthly basis, appear and deliver to the notary attesting the Receivables Pledge an updated list of receivables owed to it (including the name, NIF number and address of the corresponding debtor) in order that the notary may attest the corresponding updated list of receivables and expressly declare that the Receivables Pledge shall extend as of that date to the receivables in the updated list. Each such list of receivables shall be delivered at the latest, on the fifteenth day after the end of each calendar month during the term of the Receivables Pledge. The Original Borrower shall notify the Facility Agent within 2 Business Days of the extension of the Receivables Pledge set out above and shall deliver a copy of the corresponding notarised updated list of receivables. (v) On the fifteenth day after the end of October of every year, whilst this Agreement is in full force and effect, the Original Borrower shall instruct the notary attesting the extension of the Receivables Pledge to notify any debtors at that time owing over and above EUR50,000 of the existence of the Receivables Pledges, such notice to be in the form agreed by the parties to the Receivables Pledge and attached thereto. (vi) In the event that an Instructing Group has reasonable grounds to suspect that there is a deterioration in the solvency of any of the Obligors, or that the Original Borrower is not performing in accordance with the latest Borrower Group Business Plan delivered to the Facility Agent, or that there is a change of law in Spain which adversely affects the priority and ranking of the amounts owed to the Banks pursuant to the Finance Documents as obtained through the notarisation of this subsection (b) if Agreement and the Security Documents on or about the date hereof, an Instructing Group may request the Original Borrower, and the Original Borrower shall on receipt of such guaranty would violate applicable Law and (y) none a request promptly give notice to all of Atlantic Fuel Services, Cayman Holding Company II, IRC and Resource Recovery shall be required the Original Borrower's receivable debtors by inserting a legend in all its invoices issued to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13.its customers thereafter stating:

Other Subsidiaries. IfWithin 10 Business Days of becoming a Domestic Subsidiary, as each Person which hereafter becomes a Domestic Subsidiary shall execute and deliver to the Administrative Agent (a) a Guaranty in form and substance satisfactory to the Administrative Agent, pursuant to which such Domestic Subsidiary guaranties the prompt payment and performance in full of all 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 basisObligations, (including Equity Interests b) a Guarantor Security Agreement in other Subsidiariesform and substance satisfactory to the Administrative Agent, but excluding Investments that are eliminated in consolidation) do not represent at least 80% pursuant to which such Domestic Subsidiary grants to the Administrative Agent, for the pro rata benefit of the aggregate book value Lenders, a first priority security interest in all of assets of WFS and its Subsidiaries on a consolidated basis as such Domestic Subsidiary's personal property of the end of WFS’s most recently completed fiscal year (the “80% Guaranty Threshold”types described in Section 6.1(b), then whether now owned or hereafter acquired, and all products and proceeds thereof, and (c) a Subsidiary Pledge Agreement in form and substance satisfactory to the Borrowing Agent shall Administrative Agent, pursuant to which such Domestic Subsidiary grants to the Administrative Agent, for the pro rata benefit of the Lenders, 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 other equity interests of each other Domestic SubsidiariesSubsidiary, 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 satisfiedDomestic Subsidiary, and (ii) promptly (66% of the shares of voting stock and in any eventother voting equity interests and all of the shares of non-voting preferred stock and other non-voting equity interests of each direct Foreign Subsidiary, with respect to any whether now owned or hereafter acquired by such Domestic Subsidiary, within thirty (30d) dayssuch further documents and instruments (including without limitation Uniform Commercial Code financing statements, and, with respect to any Foreign Subsidiary, within sixty (60stock certificates and stock powers) days), in each case, which period may extended by 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 (e) such Subsidiary to become a Guarantor by executing legal opinions, corporate and delivering to the partnership documents and certificates as Administrative Agent a Guaranty Joinder Agreement or such other document as its counsel may require in connection with the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor documents executed and 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, (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 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 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.