Subsidiary Borrowers. The Company may at any time or from time to time, with the consent of the Administrative Agent add as a party to this Agreement any Subsidiary to be a Subsidiary Borrower hereunder by the execution and delivery to the Administrative Agent and the Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the written consent of the Company at the foot thereof, (b) such guaranty and subordinated intercompany indebtedness documents as may be reasonably required by the Administrative Agent and such other opinions, documents, certificates or other items as may be required by Section 5.2, such documents with respect to any additional Subsidiaries to be substantially similar in form and substance to the Loan Documents executed on or about the Closing Date by the Subsidiaries parties hereto as of the Closing Date. Upon such execution, delivery and consent such Subsidiary shall for all purposes be a party hereto as a Subsidiary Borrower as fully as if it had executed and delivered this Agreement. So long as the principal of and interest on any Advances made to any Subsidiary Borrower under this Agreement shall have been repaid or paid in full, all Letters of Credit issued for the account of such Subsidiary Borrower have expired or been returned and terminated and all other obligations of such Subsidiary Borrower under this Agreement shall have been fully performed, the Company may, by not less than five (5) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate such Subsidiary Borrower's status as a "Subsidiary Borrower". The Administrative Agent shall give the Lenders written notice of the addition of any Subsidiary Borrowers to this Agreement.
Subsidiary Borrowers. (a) After the Effective Date, the Company may at any time and from time to time (i) designate any Wholly Owned Subsidiary of the Company as a Subsidiary Borrower by delivering an Election to Participate to the Administrative Agent, and (ii) cause any Subsidiary to cease being a Subsidiary Borrower by delivering an Election to Terminate to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of such Subsidiary and the Company in such number of copies as the Administrative Agent may request. If at any time a Subsidiary theretofore designated as a Subsidiary Borrower is no longer a Wholly Owned Subsidiary of the Company, the Company shall cause to be delivered to the Administrative Agent an Election to Terminate terminating the status of such Subsidiary as a Subsidiary Borrower. The delivery of an Election to Terminate shall not affect any obligation of a Subsidiary Borrower theretofore incurred or the Company’s guaranty thereof pursuant to Article 10. The Administrative Agent shall promptly give notice to the Lenders of the receipt of any Election to Participate or Election to Terminate.
(b) Notwithstanding the foregoing, with respect to any Wholly Owned Subsidiary of the Company not organized under the laws of the United States or any State thereof (an “Eligible Foreign Subsidiary”) that the Company elects to designate as a Subsidiary Borrower after the Effective Date, no Lender shall be required to make Loans to such Wholly Owned Subsidiary of the Company in the event that the making of such Loans would reasonably be expected to either (x) breach or violate any internal policy (other than with respect to Eligible Foreign Subsidiaries formed under the laws of any nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which such Lender is, or would be upon the making of such Loan, subject or (y) result in materially adverse tax consequences to such Lender (any such Lender, a “Protesting Lender”); provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not making Loans, may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction.
(c) As soon as practicable (but in any event not ...
Subsidiary Borrowers. (a) On or after the Effective Date, with the consent of the Agent, the Company may designate any Wholly-Owned Subsidiary (other than any Securitization Subsidiary and any captive insurance company Subsidiary) as a Subsidiary Borrower by delivery to the Agent of a Subsidiary Borrower Supplement executed by such Subsidiary and the Company, together with Notes in favor of each requesting Lender, and subject to the provisions of clause (b) such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and party to this Agreement. As soon as practicable upon receipt of a Subsidiary Borrower Supplement, the Agent will deliver a copy thereof to each Revolving Lender.
(b) Notwithstanding the foregoing clause (a), no Subsidiary Borrower that is a Foreign Subsidiary (i) may borrow Revolving Loans prior to the tenth Business Day after the Agent has distributed copies of the applicable Subsidiary Borrower Supplement pursuant to the last sentence of clause (a) or (ii) may borrow or maintain Revolving Loans if any Revolving Lender has notified the Agent (which notice has not been withdrawn) that such Revolving Lender has determined in good faith that, either (A) on the date on which such Subsidiary Borrower was first eligible to borrow pursuant to the foregoing clause (i), or (B) as the result of any Change in Law after the date on which such Subsidiary Borrower was first eligible to borrow pursuant to the foregoing clause (i), such Revolving Lender cannot make or maintain Loans to such Subsidiary Borrower without (x) adverse tax or legal consequences (unless such consequences only involve the payment of money, in which case such Subsidiary Borrower may borrow and maintain Revolving Loans if it agrees to pay such Lender such amounts as such Lender determines in good faith are necessary to compensate such Revolving Lender for such consequences) or (y) violating (or raising a substantial question as to whether such Lender would violate) any applicable law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law). Nothing in this clause (b) shall prevent a Subsidiary Borrower from borrowing Fronted Offshore Currency Loans.
(c) So long as the principal of and interest on all Loans made to any Subsidiary Borrower under this Agreement shall have been paid in full and all other obligations of such Subsidiary Borrower in such capacity (other than any contingent indemnification or s...
Subsidiary Borrowers. Each Subsidiary Borrower is a direct or indirect Wholly Owned Restricted Subsidiary of the Company.
Subsidiary Borrowers. CORESITE REAL ESTATE 70 INNERBELT, L.L.C., a Delaware limited liability company By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, Legal, Secretary and General Counsel (SEAL) CORESITE REAL ESTATE 000 X. XXXXXXX, L.L.C., a Delaware limited liability company By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, Legal, Secretary and General Counsel (SEAL) CORESITE REAL ESTATE 2901 CORONADO, L.L.C., a Delaware limited liability company By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, Legal, Secretary and General Counsel (SEAL) CORESITE REAL ESTATE 1656 XXXXXXXX, L.L.C., a Delaware limited liability company By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, Legal, Secretary and General Counsel (SEAL) CORESITE REAL ESTATE 427 X. XXXXXXX, L.L.C., a Delaware limited liability company By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, Legal, Secretary and General Counsel (SEAL) CORESITE CORONADO XXXXXXX, L.L.C., a Delaware limited liability company By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, Legal, Secretary and General Counsel (SEAL) CORESITE REAL ESTATE 0000 XX 00XX XXXXXX, L.L.C., a Delaware limited liability company By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, Legal, Secretary and General Counsel (SEAL) CORESITE ONE WILSHIRE, L.L.C., a Delaware limited liability company By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, Legal, Secretary and General Counsel (SEAL) CORESITE REAL ESTATE 00000 XXXXXXX XXXXXX XXXXX L.L.C., a Delaware limited liability company By: /s/ Xxxxx X. XxXxxxxxxx Name: Xxxxx X. XxXxxxxxxx Title: Senior Vice President, Legal, Secretary and General Counsel (SEAL)
Subsidiary Borrowers. (a) Except as described on Schedule 5.8, each Subsidiary Borrower is a direct or indirect Wholly Owned Subsidiary of the Company (excluding director qualifying shares); and
(b) Each Subsidiary Borrower will have, upon becoming a party hereto, all right and authority to enter into this Agreement and each other Loan Document to which it is a party, and to perform all of its obligations under this and each other Loan Document to which it is a party; all of the foregoing actions will have been taken prior to any request for Loans by such Borrower, duly authorized by all necessary action on the part of such Borrower, and when such Subsidiary Borrower becomes a party hereto, this Agreement and each other Loan Document to which it is a party will constitute valid and binding obligations of such Borrower enforceable in accordance with their respective terms except as such terms may be limited by the application of bankruptcy, moratorium, insolvency and similar laws affecting the rights of creditors generally and by general principles of equity.
Subsidiary Borrowers. The Administrative Agent shall have received, for each Subsidiary Borrower designated as a Subsidiary Borrower as of the Effective Date, such documents and certificates required to be delivered under Section 2.21 to the extent such other documents and certificates are not already being delivered hereunder.
Subsidiary Borrowers. The Company may designate any Foreign Subsidiary of the Company as a Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary and the Company and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower 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 Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. The Administrative Agent shall promptly notify the affected Lenders at each such designation. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any Subsidiary Borrower Obligation of such Subsidiary Borrower shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall nevertheless be effective to terminate such Subsidiary Borrower's right to make further borrowings under this Agreement. Each Subsidiary Borrower shall be permitted only to borrow Revolving Offshore Loans in the currency of the jurisdiction which is both its jurisdiction of organization and the jurisdiction where it has its principal operations.
Subsidiary Borrowers. The Company may designate any Qualified Foreign Subsidiary of the Company as a Subsidiary Borrower 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 Subsidiary Borrower 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 Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Subsidiary Borrower shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination shall be effective to terminate such Subsidiary Borrower's right to make further borrowings under this Agreement.
Subsidiary Borrowers. In the case of any Credit Extension to a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding of the type described in Sections 8.6, 8.7 or 8.9.
