Common use of New Borrowers Clause in Contracts

New Borrowers. At any time, the applicable Fund Manager may deliver to the Agent and the Lenders a designation letter duly executed by the Borrowers and the applicable Fund Manager and substantially in the form of Exhibit E hereto (a “Designation Letter”) requesting that the Lenders designate a Person registered as a separate investment company under the Investment Company Act or a portfolio thereof for which the Fund Manager serves as investment advisor or administrator (the “Proposed New Borrower”) as a Borrower for purposes of this Agreement and, if so approved by all Lenders, such Proposed New Borrower shall thereupon become a Borrower for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The applicable Fund Manager shall deliver to the Agent with each Designation Letter (i) a new Schedule 1 (List of Borrowers) reflecting the addition of the Proposed New Borrower and marked to show changes from the previous Schedule 1 and (ii) a new Schedule 4 (Pro Rata Allocation) reflecting the recalculation of the Pro Rata Allocation in accordance with Section 2.14 hereof. Upon such acceptance of the Proposed New Borrower and satisfaction of the conditions set forth in Section 3.02(e), Schedules 1 and 4 of this Agreement shall be replaced with the Schedules 1 and 4 attached to the applicable Designation Letter and the Proposed New Borrower shall execute and deliver an allonge to each Note (one for each Lender), substantially in the form of Exhibit D. The Lenders shall use their reasonable best efforts to respond to any Designation Letter within thirty (30) days of receipt thereof.