Common use of Addition of New Borrowers Clause in Contracts

Addition of New Borrowers. Any Fund may from time to time request in writing (each such request, an "Additional Borrower Request") that a separate affiliated mutual fund portfolio which is a portfolio of such Fund be included hereunder as an additional Borrower subject to the terms and conditions of this Agreement (any such separate mutual fund portfolio, an "Additional Borrower"). Such Additional Borrower Request shall be delivered to each of the Banks and the Administrative Agent and shall include (a) a certification by an authorized officer of such Fund that (i) the representations, warranties and agreements of the Borrowers contained in Section 6 are true and correct as if made on the date of such certification and on the date such Additional Borrower becomes a Borrower hereunder and (ii) no Default or Event of Default has occurred and is continuing or will occur as a result of such Additional Borrower becoming a Borrower hereunder and (b) true and correct copies of the most recent audited and unaudited financial statements of such Additional Borrower. Upon receipt of an Additional Borrower Request each Bank shall in its sole discretion determine whether it shall consent to such request, any such consent to be in writing and delivered to the Administrative Agent. Failure by any Bank to deliver such a consent within 30 days after receipt of such request shall be deemed a refusal to consent on the part of such Bank. To the extent the Administrative Agent receives written consents from all Banks with respect to a particular Additional Borrower Request, the Administrative Agent shall notify the Borrowers thereof, and such Additional Borrower shall become a Borrower hereunder (at which time Schedule I hereto shall be deemed to be amended to include such new Borrower) upon delivery to the Agents of (x) certified copies of documents relating to such Additional Borrower of the type referred to in Section 4.05 and (y) an executed counterpart hereof and/or an assumption agreement in form satisfactory to the Administrative Agent.

Addition of New Borrowers. Any Fund The Investment Adviser may from time to ------------------------- time request in writing (each such request, an "Additional Borrower Request") that a separate affiliated mutual fund portfolio which is a portfolio of such Fund be included hereunder as an additional Borrower subject to the terms and conditions of this Agreement (any such separate mutual fund portfolio, an "Additional Borrower"). Such Additional Borrower Request shall be delivered to each of the Banks and the Administrative Operations Agent and shall include (a) a certification by an authorized officer of such Fund the Borrowers that (i) the representations, warranties and agreements of the Borrowers contained in Section 6 are true and correct as if made on the date of such certification and on the date such Additional Borrower becomes a Borrower hereunder and (ii) no Default or Event of Default has occurred and is continuing or will occur as a result of such Additional Borrower becoming a Borrower hereunder and (b) true and correct copies of the most recent audited and unaudited financial statements of such Additional Borrower. Upon receipt of an Additional Borrower Request each Bank shall in its sole discretion determine whether it shall consent to such request, any such consent to be in writing and delivered to the Administrative Operations Agent. Failure by any Bank to deliver such a consent within 30 days after receipt of such request shall be deemed a refusal to consent on the part of such Bank. To the extent the Administrative Operations Agent receives written consents from all Banks with respect to a particular Additional Borrower Request, the Administrative Operations Agent shall notify the Borrowers thereof, and such Additional Borrower shall become a Borrower hereunder (at which time Schedule I hereto shall be deemed to be amended to include such new Borrower) upon delivery to the Agents of (x) certified copies of documents relating to such Additional Borrower of the type referred to in Section 4.05 and (y) an executed counterpart hereof and/or an assumption agreement in form satisfactory to the Administrative AgentAgents.

Addition of New Borrowers. Any Fund The Investment Adviser may from time to time request in writing in the form of Exhibit B (each such request, an "Additional Borrower Request") that a separate affiliated mutual fund portfolio which is a portfolio of such Fund be included hereunder as an additional Borrower subject to the terms and conditions of this Agreement (any such separate mutual fund portfolio, an "Additional Borrower"). Such Additional Borrower Request shall be delivered to each of the Banks and the Administrative Agent and shall include (a) a certification by an authorized officer of such Fund the Borrowers that (i) the representations, warranties and agreements of the Borrowers contained in Section 6 are true and correct as if made on the date of such certification and on the date such Additional Borrower becomes a Borrower hereunder and (ii) no Default or Event of Default has occurred and is continuing or will occur as a result of such Additional Borrower becoming a Borrower hereunder and (b) true and correct copies of the most recent audited and unaudited financial statements of such Additional Borrower. Upon receipt of an Additional Borrower Request each Bank shall in its sole discretion determine whether it shall consent to such request, any such consent to be in writing and delivered to the Administrative Agent. Failure by any Bank to deliver such a consent within 30 days after receipt of such request shall be deemed a refusal to consent on the part of such Bank. To the extent the Administrative Agent receives written consents from all Banks with respect to a particular Additional Borrower Request, the Administrative Agent shall notify the Borrowers thereof, and such Additional Borrower shall become a Borrower hereunder (at which time Schedule I hereto shall be deemed to be amended to include such new Borrower) upon delivery to the Agents Administrative Agent of (x) certified copies of documents relating to such Additional Borrower of the type referred to in Section 4.05 and (y) an executed counterpart hereof and/or an assumption agreement in form satisfactory to the Administrative Agent.

Addition of New Borrowers. Any Fund may FSA may, from time to time prior to the Revolving Loan Expiry Date, request in writing (each such request, an "“Additional Borrower Request"”) that a separate affiliated mutual fund portfolio which is a portfolio any Affiliate of such Fund FSA be included hereunder in this Agreement as an additional Borrower borrower hereunder subject to the terms and conditions of this Agreement hereof (any such separate mutual fund portfolioAffiliate, an "“Additional Borrower"”). Such Additional Borrower Request shall be delivered to each of the Banks and the Administrative Agent and shall include (ai) a certification by an authorized a senior officer of such Fund Additional Borrower that such Additional Borrower makes (iwith respect to itself) each of the representations, warranties and agreements of the Borrowers contained in Section 6 are true and correct 7 as if made on of the date of such certification and on as of the date such Additional Borrower becomes a Borrower hereunder and Borrower, (ii) a certification by a senior officer of FSA that no Default or Event of Default has occurred and is continuing or will occur as a result of such Additional Borrower becoming a Borrower hereunder and (biii) true and correct copies of the most recent recently prepared audited and unaudited financial statements of such Additional Borrower. Upon receipt of an Additional Borrower Request Request, each Bank shall in its sole discretion shall determine whether it shall consent to such request, any such consent to be in writing and delivered to the Administrative Agent. Failure by any Bank to deliver such a consent within 30 days after receipt of such request shall be deemed a refusal to consent on the part of by such Bank. To the extent the Administrative Agent receives written consents from all Banks with respect to a particular Additional Borrower Request, the Administrative Agent shall notify FSA, the Borrowers relevant Additional Borrower and the Banks thereof, and such Additional Borrower shall become a Borrower hereunder (at which time Schedule I hereto shall be deemed to be amended to include such new Borrower) under this Agreement upon delivery to receipt by the Agents Agent of (xa) certified copies of documents relating to a written acknowledgement from such Additional Borrower of the type referred consenting to in Section 4.05 its becoming a Borrower and (yb) an executed counterpart hereof and/or an assumption agreement in form satisfactory such other certificates, opinions and instruments (including those comparable to the Administrative Agentitems delivered by or on behalf of all Borrowers pursuant to Sections 5.03 and 5.04) as the Agent may reasonably request.

Addition of New Borrowers. Any Fund may from time (a) Subject to time request in writing the Bank’s prior written consent, any Subsidiary of Xxxx (each such request, an "Additional Borrower Request") that a separate affiliated mutual fund portfolio other than any Subsidiary of Xxxx which is incorporated in New Zealand) may become a portfolio of such Fund be included hereunder as an additional Borrower subject to for the terms and conditions purposes of this Agreement (any such separate mutual fund portfolio, an "Additional Borrower"). Such Additional Borrower Request shall be delivered to each of the Banks and the Administrative Agent and shall include (a) a certification by an authorized officer of such Fund that by: (i) entering into an accession agreement substantially in the representationsform of Schedule 4 (“Borrower Accession Agreement”); (ii) becoming an Additional Guarantor in accordance with clause 16, warranties unless such Subsidiary is already a party to the Group Guarantee as a Guarantor and agreements a Debtor; and (iii) becoming an Additional Member by entering into a deed supplemental to the Negative Pledge Agreement (“Supplemental Deed”) in accordance with clause 8 of the Borrowers contained in Section 6 are true Negative Pledge Agreement, unless such Subsidiary is already a party to the Negative Pledge Agreement as a Member. (b) Upon execution of a Borrower Accession Agreement by the New Borrower and correct the Bank and, unless the New Borrower is already a Guarantor and Debtor under the Group Guarantee and a Member under the Negative Pledge Agreement, by entering into a Deed of Accession and a Supplemental Deed, the New Borrower will be taken to be a Borrower for the purposes of this Agreement with all the rights and obligations as if it were an original party to this Agreement and to have made the representations and warranties in clauses 9.1 and 9.2 on the date of such certification and on execution. (c) The Borrower will ensure that before the date such Additional New Borrower becomes a Borrower, the Bank has received the following in form and substance satisfactory to it: (i) a certificate signed by two directors of the New Borrower hereunder confirming that upon execution of the Borrower Accession Agreement and, if necessary, the Deed of Accession and Supplemental Deed the representations and warranties set out in clauses 9.1 and 9.2 will be correct in relation to the New Borrower; (ii) no Default or Event of Default has occurred and is continuing or will occur as a result of such Additional certificate in relation to the New Borrower becoming given by a Borrower hereunder and (b) true and correct copies director of the most recent audited New Borrower substantially in the form of schedule 5 with the attachments referred to and unaudited financial statements dated not earlier than 14 days before its execution of such Additional Borrower. Upon receipt of an Additional the Borrower Request each Bank shall in its sole discretion determine whether it shall consent to such requestAccession Agreement and, any such consent to be in writing and delivered to the Administrative Agent. Failure by any Bank to deliver such a consent within 30 days after receipt of such request shall be deemed a refusal to consent on the part of such Bank. To the extent the Administrative Agent receives written consents from all Banks with respect to a particular Additional Borrower Requestif necessary, the Administrative Agent shall notify Deed of Accession and Supplemental Deed; and (iii) if the Borrowers thereofNew Borrower is a foreign entity, and such Additional Borrower shall become a Borrower hereunder (at which time Schedule I hereto shall be deemed to be amended to include such new Borrower) upon delivery to the Agents of (x) certified copies of documents relating to such Additional Borrower cost of the type referred to in Section 4.05 Borrower a legal opinion confirming that upon execution by the New Borrower the Borrower Accession Agreement and, if applicable, the Deed of Accession and (y) an executed counterpart hereof and/or an assumption agreement in form satisfactory to Supplemental Deed will be valid, binding and enforceable obligations of the Administrative AgentNew Borrower.