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 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 Counsellors may from time to time request in writing (each such requestRequest, an "Additional Borrower Request") from time to time that a separate affiliated mutual fund portfolio an open-end management investment company for which is a portfolio of such Fund Counsellors acts as primary investment advisor be included hereunder as an additional Borrower subject to the terms and conditions of this Agreement (any such separate mutual fund portfolioinvestment company, an a "Requested 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 a Requested Additional Borrower that (ix) the representations, all representations and warranties and agreements of the Borrowers contained in Section 6 herein are true and correct as if made on in all material respects, (y) Counsellors is the date of such certification primary investment advisor and on the date such Additional Borrower becomes a Borrower hereunder specify any other relevant investment advisor, and (iiz) no Default or Event of Default has occurred and is continuing or will occur as a result of such Requested Additional Borrower becoming a Borrower hereunder and (bz) true stating that all of the conditions set forth in Sections 3.6 and correct copies 4.1 are satisfied provided that for purposes of such certification references to "Borrower" shall mean and include such Requested Additional Borrower, (ii) the most recent audited and unaudited financial statements of such Requested Additional Borrower, (iii) an updated Note meeting the requirements of Section 1.5 duly executed by such Requested Additional Borrower, and (iv) documents meeting the requirements of Section 3.4. Upon receipt If the Bank consents to the inclusion of an such Requested 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 by so indicating on counterparts of 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 Bank shall notify insert the Borrowers thereofdate of its agreement on the Note submitted by such Requested Additional Borrower and from and after such date, and such Requested Additional Borrower shall become be a Borrower hereunder (at which time Schedule I party hereto and have the rights and obligations of a "Borrower" hereunder. The Bank shall not be required to consent to the inclusion of any Requested Additional Borrower, and any such consent shall be deemed at the discretion of the Bank. In the event that the Bank does not so consent, it shall promptly return the Note referred to be amended to include such new Borrower) upon delivery above to the Agents of (x) certified copies of documents relating to such relevant Requested 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 AgentBorrower.

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.