Additional Subsidiary Borrowers. The Borrower may designate any Domestic Subsidiary as a Subsidiary Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions.
Additional Subsidiary Borrowers. The Borrowers will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Borrower hereunder by way of execution of a Joinder Agreement. In connection therewith, the Borrowers shall give notice to the Administrative Agent not less than fifteen (15) days prior to creating a Subsidiary, or acquiring the Capital Stock of any other Person. The Borrowers’ Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of the Additional Borrower and a pledge of 100% of the Capital Stock of the Additional Borrower and its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Additional Borrower) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Borrowers shall deliver to the Administrative Agent, with respect to each Additional Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b)-(f) and such other documents or agreements as the Administrative Agent may reasonably request. A Subsidiary that is formed or acquired after the Closing Date shall only be deemed a “Borrower”, a “Subsidiary Borrower” or a “Subsidiary” under this Agreement, and each of the other agreements contemplated hereby, on and after the date such Subsidiary becomes a party to this Agreement.
Additional Subsidiary Borrowers. The Company may, at any time and from time to time, designate a Domestic Subsidiary that is a wholly-owned Subsidiary of the Company, with the prior written consent of each Lender, as a Subsidiary Borrower, in each case by delivery to the Administrative Agent of a Borrower Joinder Agreement and a Guarantor Joinder Agreement executed by such Domestic Subsidiary and by the Company, and upon such delivery such Domestic Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement. Any Subsidiary Borrower shall continue to be a Subsidiary Borrower until the Company shall have executed and delivered to the Administrative Agent a Borrower Termination Agreement with respect to such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a Subsidiary Borrower hereunder. Notwithstanding the preceding sentence, (a) no Borrower Joinder Agreement shall become effective as to any such Domestic Subsidiary if it shall be unlawful for such Domestic Subsidiary to become a Subsidiary Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Domestic Subsidiary as provided herein and (b) no Borrower Termination Agreement shall become effective as to any Subsidiary Borrower until all Loans made to and all amounts payable by such Subsidiary Borrower in respect of LC Disbursements, interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under any Loan Document by such Subsidiary Borrower) shall have been paid in full, provided that such Borrower Termination Agreement shall be effective to terminate the right of such Subsidiary Borrower to request or receive further extensions of credit under this Agreement. As soon as practicable upon receipt of a Borrower Joinder Agreement and a Guarantor Joinder Agreement, the Administrative Agent shall send a copy thereof to each Lender.
Additional Subsidiary Borrowers. As a condition precedent to the addition of a Multifamily Property as an Unencumbered Asset hereunder, (x) concurrently with the delivery of a certificate adding an Unencumbered Asset pursuant to §5.2 above directly owned or leased by a Subsidiary of Parent Borrower that is not already a Borrower, or, (y) within ten days after the formation or acquisition of any new direct or indirect Subsidiary of Parent Borrower that is intended to directly own or lease an Unencumbered Asset, Parent Borrower shall cause each such Subsidiary to (A) duly execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Borrower hereunder, (B) provide all “know your customer” and other materials reasonably requested by Agent or any Lender to ensure that each such Person is in compliance with §6.1(e), (C) deliver to Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as Agent may reasonably require and (D) deliver to Agent supplements to the Schedules to this Agreement (or the factual information needed to update such Schedules) solely to the extent necessary due to any changes in factual matters specifically related to the addition of such Subsidiary or Subsidiaries as a Subsidiary Borrower or the addition of such Unencumbered Asset (so long as such changes in factual matters shall in no event comprise a Default or an Event of Default).
Additional Subsidiary Borrowers. In the event that Parent Borrower shall request that certain Real Estate of a Subsidiary of Parent Borrower be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion as an Eligible Real Estate Asset in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Borrower shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Borrower) to execute and deliver to Agent a Joinder Agreement, and such Subsidiary (and any such entity) shall become a Subsidiary Borrower hereunder. For the avoidance of doubt, any Subsidiary or other such entity which becomes a “Subsidiary Borrower” as such term is defined in the 2014 Term Loan Agreement shall become a Subsidiary Borrower under this Agreement. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Borrower hereunder. Parent Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Borrowers to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, Parent Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.
Additional Subsidiary Borrowers. In the event that Parent Borrower shall request that certain Real Estate of a Subsidiary of Parent Borrower be included as a Mortgaged Property as contemplated by §5.3 and such Real Estate is approved for inclusion as a Mortgaged Property in accordance with the terms hereof, Parent Borrower shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Borrower) to execute and deliver to Agent a Joinder Agreement, and such Subsidiary (and any such entity) shall become a Subsidiary Borrower hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Borrower hereunder and to execute such Security Documents as Agent may require. Parent Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Borrowers to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, Parent Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.
Additional Subsidiary Borrowers. From time to time, the Company may designate additional Subsidiaries as Subsidiary Borrowers by delivering to the Agent a fully- executed original certificate in the form of Exhibit M, together with all documents required by such certificate (in sufficient number for the Agent and each of the Banks), whereupon, upon the Agent's acknowledgment of receipt of same, such designated Subsidiaries shall also be deemed Subsidiary Borrowers for all purposes hereof.
Additional Subsidiary Borrowers. Without limiting the requirements of Section 2.22, the designation of a Domestic Subsidiary as a Subsidiary Borrower pursuant to such Section 2.22 is further subject to the conditions precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent:
Additional Subsidiary Borrowers. The Credit Agreement ------------------------------- predicates that each Subsidiary that was not in existence on the date of the Credit Agreement is required to enter into this Agreement as a Subsidiary Borrower and the Intercompany Security Agreement if the Company wishes to make intercompany loans to such Subsidiary Borrower. Upon execution and delivery by the Company and a Subsidiary of an instrument in the form of Annex 1 hereto, such Subsidiary shall become a Subsidiary Borrower hereunder and a Grantor under the Intercompany Security Agreement, in each case with the same force and effect as if originally named as a Subsidiary Borrower herein or a Grantor under the Intercompany Security Agreement. The execution and delivery of any such instrument shall not require the consent of any Subsidiary Borrower hereunder. The rights and obligations of each Subsidiary Borrower hereunder and each Grantor under the Intercompany Security Agreement shall remain in full force and effect notwithstanding the addition of any new Subsidiary Borrower as a party to this Agreement or the Intercompany Security Agreement.
Additional Subsidiary Borrowers. As a condition precedent to the addition of a Multifamily Property as an Unencumbered Asset hereunder, concurrently with the delivery of a certificate adding an Unencumbered Asset pursuant to §5.2 above directly owned or leased by a Subsidiary of Parent Borrower that is not already a Borrower, Parent Borrower shall cause each such Subsidiary to (A) duly execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Borrower hereunder, (B) provide all “know your customer” and other materials reasonably requested by Agent or any Lender to ensure that each such Person is in compliance with §6.1(e), (C) deliver to Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as Agent may reasonably require and (D) deliver to Agent supplements to the Schedules to this Agreement (or the factual information needed to update such Schedules) solely to the extent necessary due to any changes in factual matters specifically related to the addition of such Subsidiary or Subsidiaries as a Subsidiary Borrower or the addition of such Unencumbered Asset (so long as such changes in factual matters shall in no event comprise a Default or an Event of Default).
