Common use of Additional Tranche 1 Commitments Clause in Contracts

Additional Tranche 1 Commitments. (a) The Designated Subsidiary Borrowers shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event or Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 1 Lenders (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 1 Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 1 Commitment Agreement, issue Tranche 1 Letters of Credit; it being understood and agreed, however, that (i) no Tranche 1 Lender shall be obligated to provide an Additional Tranche 1 Commitment as a result of any request by the Designated Subsidiary Borrowers, (ii) until such time, if any, as (x) such Tranche 1 Lender has agreed in its sole discretion to provide an Additional Tranche 1 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 1 Commitment Agreement in respect thereof as provided in Section 2.19(b) and (y) such other conditions set forth in Section 2.19(b) shall have been satisfied, such Tranche 1 Lender shall not be obligated to issue any Tranche 1 Letters of Credit, in excess of the amounts provided for in Section 3A.01, as the case may be, before giving effect to such Additional Tranche 1 Commitments provided pursuant to this Section 2.19, (iii) any Tranche 1 Lender (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 1 Commitment without the consent of any other Tranche 1 Lender (it being understood and agreed that the consent of the Administrative Agent and the Issuing Agent (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 1 Commitments are to be provided by a Person which is not already a Tranche 1 Lender), (iv) (x) each provision of Additional Tranche 1 Commitments on a given date pursuant to this Section 2.19 shall be in a minimum aggregate amount (for all Tranche 1 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 1 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 1 Commitments provided pursuant to this Section 2.19 shall not exceed $300,000,000, (v) the up-front fees payable to any Person providing an Additional Tranche 1 Commitment in accordance with this Section 2.19 shall be as set forth in the relevant Additional Tranche 1 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Designated Subsidiary Borrowers of the then existing Tranche 1 Lenders to provide Additional Tranche 1 Commitments pursuant to this Section 2.19 on the terms to be applicable thereto, the Designated Subsidiary Borrowers have not received Additional Tranche 1 Commitments in an aggregate amount equal to that amount of the Additional Tranche 1 Commitments which the Designated Subsidiary Borrowers desire to obtain pursuant to such request (as set forth in the notice provided by the Designated Subsidiary Borrowers to the Administrative Agent as provided above), then the Designated Subsidiary Borrowers may request Additional Tranche 1 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Designated Subsidiary Borrowers and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 1 Lenders, and (vii) all actions taken by the Designated Subsidiary Borrowers pursuant to this Section 2.19 shall be done in coordination with the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group Ltd.)

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Additional Tranche 1 Commitments. (a) The Designated Subsidiary Borrowers Parent Borrower shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event or of Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 1 Lenders (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) belowvi)below) provide Additional Tranche 1 Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 1 Commitment Agreement, make Tranche 1 Revolving Loans and issue Tranche 1 Letters of Credit; it being Back to Contents understood and agreed, however, that (i) no Tranche 1 Lender shall be obligated to provide an Additional Tranche 1 Commitment as a result of any request by the Designated Subsidiary BorrowersParent Borrower, (ii) until such time, if any, as (x) such Tranche 1 Lender has agreed in its sole discretion to provide an Additional Tranche 1 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 1 Commitment Agreement in respect thereof as provided in Section 2.19(b1.15(b) and (y) such other conditions set forth in Section 2.19(b1.15(b) shall have been satisfied, such Tranche 1 Lender shall not be obligated to fund any Tranche 1 Revolving Loans, or issue any Tranche 1 Letters of Credit, in excess of the amounts provided for in Section 3A.011.01(a) or 2A.01, as the case may be, before giving effect to such Additional Tranche 1 Commitments provided pursuant to this Section 2.191.15, (iii) any Tranche 1 Lender (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 1 Commitment without the consent of any other Tranche 1 Lender (it being understood and agreed that the consent of the Administrative Agent and the Issuing Agent (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 1 Commitments are to be provided by a Person which is not already a Tranche 1 Lender), (iv) (x) each provision of Additional Tranche 1 Commitments on a given date pursuant to this Section 2.19 1.15 shall be in a minimum aggregate amount (for all Tranche 1 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 1 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 1 Commitments provided pursuant to this Section 2.19 1.15 shall not exceed $300,000,00050,000,000, (v) the up-front fees payable to any Person providing an Additional Tranche 1 Commitment in accordance with this Section 2.19 1.15 shall be as set forth in the relevant Additional Tranche 1 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Designated Subsidiary Borrowers Parent Borrower of the then existing Tranche 1 Lenders (other than Defaulting Lenders) to provide Additional Tranche 1 Commitments pursuant to this Section 2.19 1.15 on the terms to be applicable thereto, the Designated Subsidiary Borrowers have Parent Borrower has not received Additional Tranche 1 Commitments in an aggregate amount equal to that amount of the Additional Tranche 1 Commitments which the Designated Subsidiary Borrowers desire Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Designated Subsidiary Borrowers Parent Borrower to the Administrative Agent as provided above), then the Designated Subsidiary Borrowers Parent Borrower may request Additional Tranche 1 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Designated Subsidiary Borrowers Parent Borrower and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 1 Lenders, and (vii) all actions taken by the Designated Subsidiary Borrowers Parent Borrower pursuant to this Section 2.19 1.15 shall be done in coordination with the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

Additional Tranche 1 Commitments. (a) The Designated Subsidiary Borrowers Parent Borrower shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event or of Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 1 Lenders (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 1 Commitments (and, in connection therewith, to increase the Aggregate Multicurrency Letter of Credit Limit and the Fronted Letter of Credit Limit by, in each case, a ratable amount with respect thereto) and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 1 Commitment Agreement, issue Tranche 1 Letters of Credit; it being understood and agreed, however, that (i) no Tranche 1 Lender shall be obligated to provide an Additional Tranche 1 Commitment as a result of any request by the Designated Subsidiary BorrowersParent Borrower, (ii) until such time, if any, as (x) such Tranche 1 Lender has agreed in its sole discretion to provide an Additional Tranche 1 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 1 Commitment Agreement in respect thereof as provided in Section 2.19(b1.15(b) and (y) such other conditions set forth in Section 2.19(b1.15(b) shall have been satisfied, such Tranche 1 Lender shall not be obligated to issue any Tranche 1 Letters of Credit, in excess of the amounts amount provided for in Section 3A.01, as the case may be, 2A.01 before giving effect to such Additional Tranche 1 Commitments provided pursuant to this Section 2.19, (iii) any Tranche 1 Lender (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 1 Commitment without the consent of any other Tranche 1 Lender (it being understood and agreed that the consent of the Administrative Agent and the Issuing Agent (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 1 Commitments are to be provided by a Person which is not already a Tranche 1 Lender), (iv) (x) each provision of Additional Tranche 1 Commitments on a given date pursuant to this Section 2.19 shall be in a minimum aggregate amount (for all Tranche 1 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 1 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 1 Commitments provided pursuant to this Section 2.19 shall not exceed $300,000,000, (v) the up-front fees payable to any Person providing an Additional Tranche 1 Commitment in accordance with this Section 2.19 shall be as set forth in the relevant Additional Tranche 1 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Designated Subsidiary Borrowers of the then existing Tranche 1 Lenders to provide Additional Tranche 1 Commitments pursuant to this Section 2.19 on the terms to be applicable thereto, the Designated Subsidiary Borrowers have not received Additional Tranche 1 Commitments in an aggregate amount equal to that amount of the Additional Tranche 1 Commitments which the Designated Subsidiary Borrowers desire to obtain pursuant to such request (as set forth in the notice provided by the Designated Subsidiary Borrowers to the Administrative Agent as provided above), then the Designated Subsidiary Borrowers may request Additional Tranche 1 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Designated Subsidiary Borrowers and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 1 Lenders, and (vii) all actions taken by the Designated Subsidiary Borrowers pursuant to this Section 2.19 shall be done in coordination with the Administrative Agent.this

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

Additional Tranche 1 Commitments. (a) The Designated Subsidiary Borrowers Parent Borrower shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or of Event or of Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 1 Lenders (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 1 Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 1 Commitment Agreement, make Revolving Loans and issue Tranche 1 Letters of Credit; it being understood and agreed, however, that (i) no Tranche 1 Lender shall be obligated to provide an Additional Tranche 1 Commitment as a result of any request by the Designated Subsidiary BorrowersParent Borrower, (ii) until such time, if any, as (x) such Tranche 1 Lender has agreed in its sole discretion to provide an Additional Tranche 1 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 1 Commitment Agreement in respect thereof as provided in Section 2.19(b1.15(b) and (y) such other conditions set forth in Section 2.19(b1.15(b) shall have been satisfied, such Tranche 1 Lender shall not be obligated to fund any Revolving Loans, or issue any Tranche 1 Letters of Credit, in excess of the amounts provided for in Section 3A.011.01(a) or 2A.01, as the case may be, before giving effect to such Additional Tranche 1 Commitments provided pursuant to this Section 2.191.15, (iii) any Tranche 1 Lender (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 1 Commitment without the consent of any other Tranche 1 Lender (it being understood and agreed that the consent of the Administrative Agent and the Issuing Agent (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 1 Commitments are to be provided by a Person which is not already a Tranche 1 Lender), (iv) (x) each provision of Additional Tranche 1 Commitments on a given date pursuant to this Section 2.19 1.15 shall be in a minimum aggregate amount (for all Tranche 1 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 1 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 1 Commitments provided pursuant to this Section 2.19 1.15 shall not exceed $300,000,00042,000,000, (v) the up-front fees payable to any Person Tranche 1 Lender providing an Additional Tranche 1 Commitment in accordance with this Section 2.19 shall be as set forth in the relevant Additional Tranche 1 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Designated Subsidiary Borrowers Parent Borrower of the then existing Tranche 1 Lenders (other than Defaulting Lenders) to provide Additional Tranche 1 Commitments pursuant to this Section 2.19 1.15 on the terms to be applicable thereto, the Designated Subsidiary Borrowers have Parent Borrower has not received Additional Tranche 1 Commitments in an aggregate amount equal to that amount of the Additional Tranche 1 Commitments which the Designated Subsidiary Borrowers desire Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Designated Subsidiary Borrowers Parent Borrower to the Administrative Agent as provided above), then the Designated Subsidiary Borrowers Parent Borrower may request Additional Tranche 1 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Designated Subsidiary Borrowers Parent Borrower and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 1 Lenders, and (vii) all actions taken by the Designated Subsidiary Borrowers Parent Borrower pursuant to this Section 2.19 1.15 shall be done in coordination with the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

Additional Tranche 1 Commitments. (a) The Designated Subsidiary Borrowers shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or of Event or Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 1 Lenders (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 1 Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 1 Commitment Agreement, issue Tranche 1 Letters of Credit; it being understood and agreed, however, that (i) no Tranche 1 Lender shall be obligated to provide an Additional Tranche 1 Commitment as a result of any request by the Designated Subsidiary Borrowers, (ii) until such time, if any, as (x) such Tranche 1 Lender has agreed in its sole discretion to provide an Additional Tranche 1 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 1 Commitment Agreement in respect thereof as provided in Section 2.19(b) and (y) such other conditions set forth in Section 2.19(b) shall have been satisfied, such Tranche 1 Lender shall not be obligated to issue any Tranche 1 Letters of Credit, in excess of the amounts provided for in Section 3A.01, as the case may be, before giving effect to such Additional Tranche 1 Commitments provided pursuant to this Section 2.19, (iii) any Tranche 1 Lender (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 1 Commitment without the consent of any other Tranche 1 Lender (it being understood and agreed that the consent of the Administrative Agent and the Issuing Agent (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 1 Commitments are to be provided by a Person which is not already a Tranche 1 Lender), (iv) (x) each provision of Additional Tranche 1 Commitments on a given date pursuant to this Section 2.19 shall be in a minimum aggregate amount (for all Tranche 1 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 1 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 1 Commitments provided pursuant to this Section 2.19 shall not exceed $300,000,00050,000,000, (v) the up-front fees payable to any Person providing an Additional Tranche 1 Commitment in accordance with this Section 2.19 shall be as set forth in the relevant Additional Tranche 1 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Designated Subsidiary Borrowers of the then existing Tranche 1 Lenders (other than Defaulting Lenders) to provide Additional Tranche 1 Commitments pursuant to this Section 2.19 on the terms to be applicable thereto, the Designated Subsidiary Borrowers have not received Additional Tranche 1 Commitments in an aggregate amount equal to that amount of the Additional Tranche 1 Commitments which the Designated Subsidiary Borrowers desire to obtain pursuant to such request (as set forth in the notice provided by the Designated Subsidiary Borrowers to the Administrative Agent as provided above), then the Designated Subsidiary Borrowers may request Additional Tranche 1 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Designated Subsidiary Borrowers and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 1 Lenders, and (vii) all actions taken by the Designated Subsidiary Borrowers pursuant to this Section 2.19 shall be done in coordination with the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group LTD)

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Additional Tranche 1 Commitments. (a) The Designated Subsidiary Borrowers Parent Borrower shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event or of Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 1 Lenders (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 1 Commitments (and, in connection therewith, to increase the Aggregate Multicurrency Letter of Credit Limit and the Fronted Letter of Credit Limit by, in each case, a ratable amount with respect thereto) and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 1 Commitment Agreement, make Tranche 1 Revolving Loans and issue Tranche 1 Letters of Credit; it being understood and agreed, however, that (i) no Tranche 1 Lender shall be obligated to provide an Additional Tranche 1 Commitment as a result of any request by the Designated Subsidiary BorrowersParent Borrower, (ii) until such time, if any, as (x) such Tranche 1 Lender has agreed in its sole discretion to provide an Additional Tranche 1 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 1 Commitment Agreement in respect thereof as provided in Section 2.19(b1.15(b) and (y) such other conditions set forth in Section 2.19(b1.15(b) shall have been satisfied, such Tranche 1 Lender shall not be obligated to fund any Tranche 1 Revolving Loans, or issue any Tranche 1 Letters of Credit, in excess of the amounts provided for in Section 3A.011.01(a) or 2A.01, as the case may be, before giving effect to such Additional Tranche 1 Commitments provided pursuant to this Section 2.191.15, (iii) any Tranche 1 Lender (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 1 Commitment without the consent of any other Tranche 1 Lender (it being understood and agreed that the consent of the Administrative Agent and the Issuing Agent (such consent (consent, in either case) , not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 1 Commitments are to be provided by a Person which is not already a Tranche 1 LenderLender or if any such Additional Tranche 1 Commitments increase the Fronted Letter of Credit Limit), (iv) (x) each provision of Additional Tranche 1 Commitments on a given date pursuant to this Section 2.19 1.15 shall be in a minimum aggregate amount (for all Tranche 1 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 1 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 1 Commitments provided pursuant to this Section 2.19 1.15 shall not exceed $300,000,000500,000,000, less any Additional Tranche 2 Commitments, (v) the up-front fees payable to any Person providing an Additional Tranche 1 Commitment in accordance with this Section 2.19 1.15 shall be as set forth in the relevant Additional Tranche 1 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Designated Subsidiary Borrowers Parent Borrower of the then existing Tranche 1 Lenders (other than Defaulting Lenders) to provide Additional Tranche 1 Commitments pursuant to this Section 2.19 1.15 on the terms to be applicable thereto, the Designated Subsidiary Borrowers have Parent Borrower has not received Additional Tranche 1 Commitments in an aggregate amount equal to that amount of the Additional Tranche 1 Commitments which the Designated Subsidiary Borrowers desire Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Designated Subsidiary Borrowers Parent Borrower to the Administrative Agent as provided above), then the Designated Subsidiary Borrowers Parent Borrower may request Additional Tranche 1 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Designated Subsidiary Borrowers Parent Borrower and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 1 Lenders, and (vii) all actions taken by the Designated Subsidiary Borrowers Parent Borrower pursuant to this Section 2.19 1.15 shall be done in coordination with the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

Additional Tranche 1 Commitments. (a) The Designated Subsidiary Borrowers shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or Event or Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 1 Lenders (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 1 Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 1 Commitment Agreement, issue Tranche 1 Letters of Credit; it being understood and agreed, however, that (i) no Tranche 1 Lender shall be obligated to provide an Additional Tranche 1 Commitment as a result of any request by the Designated Subsidiary Borrowers, (ii) until such time, if any, as (x) such Tranche 1 Lender has agreed in its sole discretion to provide an Additional Tranche 1 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 1 Commitment Agreement in respect thereof as provided in Section 2.19(b) and (y) such other conditions set forth in Section 2.19(b) shall have been satisfied, such Tranche 1 Lender shall not be obligated to issue any Tranche 1 Letters of Credit, in excess of the amounts provided for in Section 3A.01, as the case may be, before giving effect to such Additional Tranche 1 Commitments provided pursuant to this Section 2.19, (iii) any Tranche 1 Lender (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 1 Commitment without the consent of any other Tranche 1 Lender (it being understood and agreed that the consent of the Administrative Agent and the Issuing Agent (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 1 Commitments are to be provided by a Person which is not already a Tranche 1 Lender), (iv) (x) each provision of Additional Tranche 1 Commitments on a given date pursuant to this Section 2.19 shall be in a minimum aggregate amount (for all Tranche 1 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 1 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 1 Commitments provided pursuant to this Section 2.19 shall not exceed $300,000,000500,000,000, (v) the up-front fees payable to any Person providing an Additional Tranche 1 Commitment in accordance with this Section 2.19 shall be as set forth in the relevant Additional Tranche 1 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Designated Subsidiary Borrowers of the then existing Tranche 1 Lenders to provide Additional Tranche 1 Commitments pursuant to this Section 2.19 on the terms to be applicable thereto, the Designated Subsidiary Borrowers have not received Additional Tranche 1 Commitments in an aggregate amount equal to that amount of the Additional Tranche 1 Commitments which the Designated Subsidiary Borrowers desire to obtain pursuant to such request (as set forth in the notice provided by the Designated Subsidiary Borrowers to the Administrative Agent as provided above), then the Designated Subsidiary Borrowers may request Additional Tranche 1 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Designated Subsidiary Borrowers and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 1 Lenders, and (vii) all actions taken by the Designated Subsidiary Borrowers pursuant to this Section 2.19 shall be done in coordination with the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Arch Capital Group Ltd.)

Additional Tranche 1 Commitments. (a) The Designated Subsidiary Borrowers Parent Borrower shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Commitment Expiration Date to request (so long as no Default or of Event or of Default is then in existence or would result therefrom) on one or more occasions that one or more Tranche 1 Lenders (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) provide Additional Tranche 1 Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Tranche 1 Commitment Agreement, issue make Tranche 1 Revolving Loans and issue Letters of Credit; it being understood and agreed, however, that (i) no Tranche 1 Lender shall be obligated to provide an Additional Tranche 1 Commitment as a result of any request by the Designated Subsidiary BorrowersParent Borrower, (ii) until such time, if any, as (x) such Tranche 1 Lender has agreed in its sole discretion to provide an Additional Tranche 1 Commitment and executed and delivered to the Administrative Agent an Additional Tranche 1 Commitment Agreement in respect thereof as provided in Section 2.19(b1.15(b) and (y) such other conditions set forth in Section 2.19(b1.15(b) shall have been satisfied, such Tranche 1 Lender shall not be obligated to issue fund any Tranche 1 Revolving Loans, or issue any Letters of Credit, in excess of the amounts provided for in Section 3A.011.01(a) or 2A.01, as the case may be, before giving effect to such Additional Tranche 1 Commitments provided pursuant to this Section 2.191.15, (iii) any Tranche 1 Lender (and/or one or more other Persons which will become Tranche 1 Lenders as provided pursuant to clause (vi) below) may so provide an Additional Tranche 1 Commitment without the consent of any other Tranche 1 Lender (it being understood and agreed that the consent of the Administrative Agent and the Issuing Agent (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Tranche 1 Commitments are to be provided by a Person which is not already a Tranche 1 Lender), (iv) (x) each provision of Additional Tranche 1 Commitments on a given date pursuant to this Section 2.19 1.15 shall be in a minimum aggregate amount (for all Tranche 1 Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Tranche 1 Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Tranche 1 Commitments provided pursuant to this Section 2.19 1.15 shall not exceed $300,000,00050,000,000, (v) the up-front fees payable to any Person providing an Additional Tranche 1 Commitment in accordance with this Section 2.19 1.15 shall be as set forth in the relevant Additional Tranche 1 Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Designated Subsidiary Borrowers Parent Borrower of the then existing Tranche 1 Lenders (other than Defaulting Lenders) to provide Additional Tranche 1 Commitments pursuant to this Section 2.19 1.15 on the terms to be applicable thereto, the Designated Subsidiary Borrowers have Parent Borrower has not received Additional Tranche 1 Commitments in an aggregate amount equal to that amount of the Additional Tranche 1 Commitments which the Designated Subsidiary Borrowers desire Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Designated Subsidiary Borrowers Parent Borrower to the Administrative Agent as provided above), then the Designated Subsidiary Borrowers Parent Borrower may request Additional Tranche 1 Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Designated Subsidiary Borrowers Parent Borrower and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Tranche 1 Lenders, and (vii) all actions taken by the Designated Subsidiary Borrowers Parent Borrower pursuant to this Section 2.19 1.15 shall be done in coordination with the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Endurance Specialty Holdings LTD)

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