Designation of Borrowing Subsidiaries. The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company. As soon as practicable upon receipt thereof, the Administrative Agent will post a copy of such Borrowing Subsidiary Agreement to the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date five Business Days after it has been posted by the Administrative Agent to the Lenders (subject to the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting of such Borrowing Subsidiary Agreement under the Patriot Act or other “know-your-customer” laws including, to the extent such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Subsidiary), unless prior thereto the Administrative Agent shall have received written notice from any Lender that it shall be unlawful under Federal or applicable state or foreign law or prohibited under such Lender’s bona fide internal policies of general applicability for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary (a “Notice of Illegality”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of Illegality or ceases to be a Lender hereunder pursuant to Section 2.17(b). Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Borrowing Subsidiary and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on any Loan to such Borrowing Subsidiary shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Borrowing Subsidiary to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, ...
Designation of Borrowing Subsidiaries. On each Designation Date:
(a) The Administrative Agent shall have received (i) a copy of the charter, including all amendments thereto, of each applicable Borrowing Subsidiary, certified as of a recent date by the Secretary of State or the appropriate foreign governmental official of the state or country of its organization, and a certificate as to the good standing of such Borrowing Subsidiary as of a recent date from such Secretary of State or appropriate foreign governmental official, as applicable; (ii) a certificate of the Secretary or Assistant Secretary of such Borrowing Subsidiary dated the Designation Date and certifying (A) that attached thereto is a true and completed copy of the by-laws of such Borrowing Subsidiary as in effect on the Designation Date showing all amendments thereto since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrowing Subsidiary authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of such Borrowing Subsidiary has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing or any other document delivered in connection herewith on behalf of such Borrowing Subsidiary; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above.
(b) The Administrative Agent shall have received a Designation of Borrowing Subsidiary of each applicable Borrowing Subsidiary as provided in Section 10.04(e).
Designation of Borrowing Subsidiaries. The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Borrowing Subsidiary and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on any Loan to such Borrowing Subsidiary shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Borrowing Subsidiary to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall send a copy thereof to each Lender.
Designation of Borrowing Subsidiaries. The Borrower may from time to time designate any Foreign Subsidiary of the Borrower as a "Borrowing Subsidiary" hereunder by causing such Foreign Subsidiary to execute and deliver a duly completed Assumption Letter to the Administrative Agent, with the written consent of the Borrower at the foot thereof. Upon such execution, delivery and consent such Foreign Subsidiary shall for all purposes be a party hereto as a Borrowing Subsidiary as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on all Advances made to any Borrowing Subsidiary under this Agreement shall have been paid in full and all other obligations of such Borrowing Subsidiary shall have been fully performed, such Borrowing Subsidiary may, by not less than five Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate its status as a "Borrowing Subsidiary" hereunder. CHANGE IN CIRCUMSTANCES
Designation of Borrowing Subsidiaries. Any Wholly-Owned Subsidiary may elect (with the Company's consent) to become a Borrower hereunder (each a "Borrowing Subsidiary") by delivering to the Administrative Agent an Election to Participate in the form of Exhibit G hereto executed by the Borrowing Subsidiary and, through an Authorized Representative, by the Company; provided, however, that if any such proposed Borrowing Subsidiary is incorporated under the laws of, or principally located in, any jurisdiction other than an Approved Jurisdiction, the consent of each Bank shall be required prior to the effectiveness of such designation. Each Borrowing Subsidiary shall cease to be a Borrower hereunder upon the delivery to the Administrative Agent of an Election to Terminate in the form of Exhibit H hereto or such Borrowing Subsidiary ceasing to be a Wholly-Owned Subsidiary. Upon ceasing to be a Borrower pursuant to the preceding sentence, a Borrower shall lose the right to request Borrowings hereunder (whether Refunding Borrowings or otherwise), but such circumstance shall not affect any obligation of a Borrowing Subsidiary theretofore incurred. The Administrative Agent shall promptly give notice to the Banks of the receipt of any Election to Participate or Election to Terminate.
Designation of Borrowing Subsidiaries. The Company may at any time and from time to time designate any Subsidiary as a US Borrowing Subsidiary or a Euro Borrowing Subsidiary or designate any Canadian Subsidiary as a Canadian Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a US Borrowing Subsidiary, a Euro Borrowing Subsidiary or a Canadian Borrowing Subsidiary, as the case may be, and a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a US Borrowing Subsidiary, a Euro Borrowing Subsidiary or a Canadian Borrowing Subsidiary, as the case may be, and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on any Loan to such Borrowing Subsidiary shall be outstanding hereunder, PROVIDED that such Borrowing Subsidiary Termination shall be effective to terminate the right of such Borrowing Subsidiary, as the case may be, to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall send a copy thereof to each Lender.
Designation of Borrowing Subsidiaries. With the consent of the Agent, HCN may from time to time designate any wholly-owned direct or indirect Subsidiary of HCN which has not joined in the execution of this Agreement as a "Borrowing Subsidiary" and a "Borrower" hereunder under the Revolving Credit Facility by causing such Subsidiary to execute and deliver a duly completed Assumption Letter in the form attached hereto as Exhibit J to the Agent, with the written consent of HCN and the Agent at the foot thereof. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Borrowing Subsidiary and a Borrower as fully as if it had executed and delivered this Agreement and the Notes. So long as all Obligations supported by the Project Borrowing Bases of Projects as to which such Borrowing Subsidiary is the owner or mortgagee under this Agreement shall have been paid in full and all other obligations of the Subsidiary under the Credit Agreement shall have been fully performed, and there shall not then have occurred and be continuing a Default or Event of Default, such Borrowing Subsidiary may, by not less than five (5) Business Days' prior notice to the Agent (which shall promptly notify the Lenders thereof), terminate its status as a "Borrowing Subsidiary" and a "Borrower" hereunder; subject to continuing liability under Sections 8.13 and 12.9 to the extent applicable.
Designation of Borrowing Subsidiaries. The Parent may within the six month period following the Closing Date designate either or both of Sensormatic, B.V., a subsidiary organized under the laws of the Netherlands, or Sensormatic Cayman, L.P., a limited partnership organized under the laws of the Cayman Islands as a "Borrowing Subsidiary" hereunder by causing (i) such Subsidiary to execute and deliver a duly completed Assumption Letter in substantially the form attached hereto as EXHIBIT K (the "Assumption Letter") to the Administrative Agent, with the written consent of the Parent at the foot thereof and (ii) the delivery to the Administrative Agent of those items with respect to such Borrowing Subsidiary described in SECTION 6.1(a). A Subsidiary may cease to be a Borrowing Subsidiary hereunder by payment in full of all Obligations of such Borrowing Subsidiary and written notice to the Administrative Agent of its termination of its rights hereunder as provided in the Assumption Letter.
Designation of Borrowing Subsidiaries. Any wholly-owned Subsidiary of the Company may elect (with the Company's consent) to
become a Borrowing Subsidiary hereunder by delivering to the Administrative Agent an Election to Participate in the form of Exhibit M hereto executed by such Borrowing Subsidiary and, through an Authorized Representative, by the Company and the consent of the Administrative Agent shall be required prior to the effectiveness of such designation.
Designation of Borrowing Subsidiaries. (a) The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by (i) delivery to the Administrative Agent of (A) a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company, (B) such supporting resolutions, charter documents, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion (including without limitation, information necessary to evaluate (a) any withholding tax as may arise in respect of any Revolving Loans made to such Subsidiary, and (b) the manner in which Revolving Loans may be made available to such Subsidiary, including in US Dollars or the requested Alternative Currency) and (C) promissory notes signed by such Subsidiary to the extent any Lender so requires; (ii) delivery to each Lender of any deliveries from such Subsidiary which may be required under Section 10.15 or any other “know your customer” regulations to which such Lender is subject, including, if applicable, the Money Laundering Regulations 2003 of the United Kingdom (as amended), which deliveries must be reasonably satisfactory to each Lender; and (iii) the Administrative Agent’s satisfaction, in its reasonable discretion, that (A) no gross-up payment shall be required to be paid or withholding tax shall accrue or shall otherwise be payable in connection with the making of Revolving Loans to such Subsidiary, provided, however, that to the extent any such taxes ultimately accrue or are otherwise payable, or any gross-up amounts ultimately are required to be paid, then all such taxes and gross-up amounts shall solely be for the account of the Company and the applicable Borrower, and the Administrative Agent shall have no liability, payment or reimbursement obligations with respect thereto and (B) the laws and regulations of the jurisdictions in which such Subsidiary is organized and is located permit extensions of credit and other financial accommodations from the US into such jurisdictions. Upon satisfaction of clauses (i) and (ii) in the preceding sentence, such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall send a copy thereof to each Lender. The Company shall guarantee the Obliga...
