Common use of Additional Tranches Clause in Contracts

Additional Tranches. After the Closing Date, so long as no Default or Event of Default exists and subject to the terms of this Agreement, with the prior written consent of Agent and all Lenders with Revolving Commitments in their sole discretion, the Revolving Commitment may be increased upon the written request of Borrower Agent (which such request shall state the aggregate amount of the Additional Tranche requested and shall be made at least thirty (30) days prior to the proposed effective date of such Additional Tranche) to Agent to activate an Additional Tranche; provided, however, that (i) Borrower shall not be entitled to request the Additional Tranche if any Default or Event of Default as occurred and is continuing, (ii) any Additional Tranche shall be subject to documentation, including amendments to this Agreement, in form and substance satisfactory to Agent and Required Lenders in their sole discretion, (iii) any Additional Tranche shall be subject to the fees required to be paid in the Fee Letter with respect to such Additional Tranche, (iv) the representations and warranties contained in this Agreement and the other Documents shall be true and correct in all material respects on the date any such Additional Tranche is activated, and (v) notwithstanding the foregoing, Agent and Lenders with Revolving Commitments shall have no obligation whatsoever to consent to any requested activation of an Additional Tranche and the written consent of Agent and all Lenders with Revolving Commitments shall be required in order to activate an Additional Tranche. Upon activating an Additional Tranche, each Lender’s Revolving Commitment shall increase by a proportionate amount so as to maintain the same Revolving Commitment Percentage as such Lender held immediately prior to such activation.

Additional Tranches. After the Closing Date, so long as no Default or Event of Default exists and subject to the terms of this Agreement, with the prior written consent of Agent and all Lenders with Revolving Commitments in their sole discretion, the Revolving Loan Commitment may be increased upon the written request of Borrower Agent Representative (which such request shall state the aggregate amount of the Additional Tranche requested and shall be made at least thirty (30) days prior to the proposed effective date of such Additional Tranche) to Agent to activate an Additional Tranche; provided, however, that (i) Borrower shall not be entitled to request the Additional Tranche if any Default or Event of Default as occurred and is continuing, (ii) any Additional Tranche shall be subject to documentation, including amendments to this Agreement, in form and substance satisfactory to Agent and Required Lenders in their sole discretion, (iii) any Additional Tranche shall be subject to the fees required to be paid in the Fee Letter with respect to such Additional Tranche, (iv) the representations and warranties contained in this Agreement and the other Documents shall be true and correct in all material respects on the date any such Additional Tranche is activated, and (v) notwithstanding the foregoing, Agent and Lenders with Revolving Commitments shall have no obligation whatsoever to consent to any requested activation of an Additional Tranche and the written consent of Agent and all Lenders with Revolving Commitments shall be required in order to activate an Additional Tranche. Upon activating an Additional Tranche, each Lender’s Revolving Loan Commitment shall increase by a proportionate amount so as to maintain the same Pro Rata Share of the Revolving Loan Commitment Percentage as such Lender held immediately prior to such activation. In the event Agent and all Lenders do not consent to the activation of a requested Additional Tranche within thirty (30) days after receiving a written request from Borrower Representative, then the Revolving Loan Commitment shall not be increased and, within the next ninety (90) days, Borrowers may terminate this Agreement upon written notice to Agent and, if the Borrowing Base on the date of such request would have supported such increased Revolving Loan Commitment, upon repayment in full of all Obligations, no fee shall be due pursuant to Section 2.2(g) in connection with such termination.

Additional Tranches. After (a) Subject to this Clause 2.2, the Closing DateBorrower may at any time by giving written notice to the Agent, so long as notify the Agent that the Total Commitments will be increased by delivering to the Agent a duly completed Additional Tranche Notice setting out the details of the Additional Tranche Commitment to be granted by the Original Lender to the Borrower. (b) Each Additional Tranche Notice once served shall be irrevocable. (c) The establishment of the Additional Tranche shall only be effective if: (i) on the execution of an Additional Tranche Notice by the Borrower and the Original Lender and delivery of such executed notice to the Agent; (ii) no Default is continuing or Event would result from the proposed Additional Tranche being advanced; (iii) the granting of Default exists and subject the Additional Tranche will not cause the Borrower to breach any of the terms of this Agreement, with Agreement (including the prior written consent conditions for Utilisation set out in Clause 4 hereof); (iv) as at the date of Agent and all Lenders with Revolving Commitments in their sole discretion, the Revolving Commitment may be increased upon the written request of Borrower Agent (which such request shall state the aggregate amount of giving effect to the Additional Tranche requested Commitments, all representations and warranties in Clause 17 (Representations) are true in all material respects; and (v) the Total Commitments hereunder does not exceed £1,000,000,000 (where any Commitments denominated in a currency other than USD shall be made converted into USD at least thirty the Agent’s Spot Rate of Exchange – US Dollars); (30d) days prior to the proposed effective date of such Additional Tranche) to Agent to activate By signing an Additional Tranche; providedTranche Notice as Lender, however, that (i) Borrower shall not be entitled the Original Lender agrees to request commit the Additional Tranche if any Default or Event Commitments set out against it in that notice. (e) The Agent is authorised by the Group to disclose the terms of Default as occurred and is continuing, (ii) any Additional Tranche Notice to any of the other Finance Parties and, upon request by the other Finance Parties, will promptly disclose such terms to the other Finance Parties. (f) The provisions of this Agreement will apply to the Additional Tranche and the related Additional Tranche Commitments and the provisions of Clause 4 (Conditions of Utilisations and Utilisation of the Loans) will apply to all Loans under the relevant Additional Tranche Commitments. (g) Clause 22.4 shall be subject apply mutatis mutandis in this Clause 2.2 in relation to documentation, including the Original Lender. (h) The Original Lender hereby irrevocably authorize the Agent to enter into amendments to this Agreement, in form and substance satisfactory to Agent and Required Lenders in their sole discretion, (iii) any Additional Tranche shall be subject to the fees required to be paid in the Fee Letter with respect to such Additional Tranche, (iv) the representations and warranties contained in this Agreement and the other Finance Documents shall with the Borrower as may be true and correct in all material respects on the date any such Additional Tranche is activated, and (v) notwithstanding the foregoing, Agent and Lenders with Revolving Commitments shall have no obligation whatsoever to consent to any requested activation of an Additional Tranche and the written consent of Agent and all Lenders with Revolving Commitments shall be required necessary in order to activate an establish new tranches or sub-tranches in respect of Additional Tranche. Upon activating an Tranche Loans or commitments increased or extended pursuant to this Clause. (i) Nothing in this Clause 2.2 shall oblige the Original Lender to provide any Additional Tranche, each Lender’s Revolving Commitment shall increase by a proportionate amount so as to maintain the same Revolving Commitment Percentage as such Lender held immediately prior to such activationTranche Commitment.

Additional Tranches. After the Closing Date, so long as no Default or Event of Default exists and subject to the terms of this Agreement, with the prior written consent of Agent and all Lenders with Revolving Commitments in their sole discretion, the Revolving Loan Commitment may be increased upon the written request of Borrower Agent Representative (which such request shall state the aggregate amount of the Additional Tranche requested and shall be made at least thirty forty-five (3045) days prior to the proposed effective date of such Additional Tranche) to Agent to activate an Additional Tranche; provided, however, that (i) Borrower shall not be entitled to request the Additional Tranche if any Default or Event of Default as occurred and is continuing, (ii) any Additional Tranche shall be subject to documentation, including amendments to this Agreement, in form and substance satisfactory to Agent and Required Lenders in their sole discretion, (iii) any Additional Tranche shall be subject to the fees required to be paid in the Fee Letter with respect to such Additional Tranche, (iv) the representations and warranties contained in this Agreement and the other Documents shall be true and correct in all material respects on the date any such Additional Tranche is activated, and (v) notwithstanding the foregoing, Agent and Lenders with Revolving Commitments shall have no obligation whatsoever to consent to any requested activation of an Additional Tranche and the written consent of Agent and all Lenders with Revolving Commitments shall be required in order to activate an Additional Tranche. Upon activating an Additional Tranche, each Lender’s Revolving Commitment shall increase by a proportionate amount so as to maintain the same Pro Rata Percentage of the Revolving Loan Commitment Percentage as such Lender held immediately prior to such activation. In the event Agent and all Lenders do not consent to the activation of a requested Additional Tranche (and, in any such case where any Lender other than MCF does not so consent, MCF does not elect to exercise its option pursuant to the final sentence of this Section 2.1(c)) within forty-five (45) days after receiving a written request from Borrower Representative, then the Revolving Loan Commitment shall not be increased and, within the next ninety (90) days, Borrowers may terminate this Agreement upon written notice to Agent and, if the Borrowing Base on the date of such request would have supported such increased Revolving Loan Commitment, upon repayment in full of all Obligations, no fee shall be due pursuant to Section 2.2(d) in connection with such termination. Notwithstanding anything to the contrary provided for in the foregoing, in the event that any one or more Lender(s) other than MCF shall elect not to consent to any requested activation of an Additional Tranche to which MCF has consented (any such Lender in any such case, a “non-consenting Lender”), MCF, in its discretion and without any obligation to do so, may elect for MCF (or any of its Affiliates designated by MCF) to provide the portion of the increase to the Revolving Loan Commitment that would have been provided by such non-consenting Lender(s) if such non-consenting Lender(s) had consented to the requested activation, and in any such case (x) each Lender’s Commitment shall be recalculated so as to reflect the amount of such Lender’s Commitment as a percentage of the total Revolving Loan Commitment after giving effect to all the increases of the Commitments of any of the Lenders in connection with such activation (including the non-proportionate increase in the Commitment of MCF and/or its designated Affiliate) and (y) in the event MCF shall have designated one or more Affiliate(s) to provide any portion of the non-consenting Lender(s) increase in the Revolving Loan Commitment, such Affiliate(s) shall become Lenders hereunder, all of the foregoing without the need for any amendment to this Agreement or consent of any such non-consenting Lender or other Lender.

Additional Tranches. After the Closing Date, so long as no Default or Event of Default exists and subject to the terms of this Agreement, with the prior written consent of Agent and all Lenders with Revolving Commitments in their sole discretion, the Revolving Loan Commitment may be increased upon the written request of Borrower Agent Representative (which such request shall state the aggregate amount of the Additional Tranche requested and shall be made at least thirty (30) days prior to the proposed effective date of such Additional Tranche) to Agent to activate an Additional Tranche; provided, however, that (i) Borrower shall not be entitled to request the Additional Tranche if any Default or Event of Default as occurred and is continuing, (ii) any Additional Tranche shall be subject to documentation, including amendments to this Agreement, in form and substance satisfactory to Agent and Required Lenders in their sole discretion, (iii) any Additional Tranche shall be subject to the fees required to be paid in the Fee Letter with respect to such Additional Tranche, (iv) the representations and warranties contained in this Agreement and the other Documents shall be true and correct in all material respects on the date any such Additional Tranche is activated, and (v) notwithstanding the foregoing, Agent and Lenders with Revolving Commitments shall have no obligation whatsoever to consent to any requested activation of an Additional Tranche and the written consent of Agent and all Lenders with Revolving Commitments shall be required in order to activate an Additional Tranche. Upon activating an Additional Tranche, each Lender’s Revolving Commitment shall increase by a proportionate amount so as to maintain the same Pro Rata Percentage of the Revolving Loan Commitment Percentage as such Lender held immediately prior to such activation. In the event Agent and all Lenders do not consent to the activation of a requested Additional Tranche within forty-five (45) days after receiving a written request from Borrower Representative, then the Revolving Loan Commitment shall not be increased and, within the next ninety (90) days, Borrowers may terminate this Agreement upon written notice to Agent and, if the Borrowing Base on the date of such request would have supported such increased Revolving Loan Commitment, upon repayment in full of all Obligations, no fee shall be due pursuant to Section 2.2(g) in connection with such termination.

Additional Tranches. After the Closing Date, so long as no Default or Event of Default exists and subject to the terms of this Agreement, with the prior written consent of Agent and all Lenders with Revolving Commitments in their sole discretion, the Revolving Loan Commitment may be increased upon the written request of Borrower Agent Representative (which such request shall state the aggregate amount of the Additional Tranche requested and shall be made at least thirty (30) days prior to the proposed effective date of such Additional Tranche) to Agent to activate an Additional Tranche; provided, however, that (i) Borrower shall not be entitled to request the Additional Tranche if any Default or Event of Default as occurred and is continuing, (ii) any Additional Tranche shall be subject to documentation, including amendments to this Agreement, in form and substance satisfactory to Agent and Required Lenders in their sole discretion, (iii) any Additional Tranche shall be subject to the fees required to be paid in the Fee Letter with respect to such Additional Tranche, (iv) the representations and warranties contained in this Agreement and the other Documents shall be true and correct in all material respects on the date any such Additional Tranche is activated, and (v) notwithstanding the foregoing, Agent and Lenders with Revolving Commitments shall have no obligation whatsoever to consent to any requested activation of an Additional Tranche and the written consent of Agent and all Lenders with Revolving Commitments providing such Additional Tranche shall be required in order to activate an Additional Tranche. Upon activating an Additional Tranche, each Lender’s Revolving Loan Commitment shall increase by a proportionate amount so as to maintain the same Pro Rata Share of the Revolving Loan Commitment Percentage as such Lender held immediately prior to such activation.. In the event Agent and all Lenders do not consent to the activation of a requested Additional Tranche within thirty (30) days after receiving a written request from Borrower Representative, then the Revolving Loan Commitment shall not be increased and, within the next ninety (90) days, Borrowers may terminate this Agreement upon written notice to Agent and, if the Borrowing Base on the date of such request would have supported such increased Revolving Loan Commitment, upon repayment in full of all Obligations, no fee shall be due pursuant to Section 2.2(e) in connection with such termination. Midcap / Transfix / A&R Credit Agreement