Accordion Feature. (a) Kinross Canada may, by notice to the Administrative Agent (an "ACCORDION NOTICE"), from time to time request that the amount of the Total Commitment Amount be increased by an aggregate amount of up to U.S. $75,000,000 (in the aggregate for all Accordion Notices) specifying the Lenders and/or proposed new Lenders that have agreed to accept Individual Commitments in the aggregate amount of such requested increase. Promptly following receipt of an Accordion Notice, the Administrative Agent shall promptly notify the Bullion Fronting Lender and the Issuing Lender and shall request each of the Bullion Fronting Lender and the Issuing Lender to approve such increase. (b) Promptly following receipt of an Accordion Notice from the Administrative Agent pursuant to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2. (c) Upon receipt of a notice pursuant to Section 2.2(b), each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its Individual Commitment and setting out the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect thereto. The increase in that Accordion Lender's Individual Commitment shall, subject to Section 2.2(f), take place with effect from the first Banking Day following the date of the delivery of such notice to the Administrative Agent. Upon any such increase of that Accordion Lender's Individual Commitment, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender by the amount of such increase. (d) Any Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender of an Accordion Agreement executed by Kinross Canada and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(f), henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment that the Accordion Lender has agreed to accept and all references to any Lenders in any Credit Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada. (e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the increased Individual Commitments arising pursuant to Section 2.2(c) or (d). (f) No increase in the Total Commitment Amount shall be permitted at any time that a Default or Event of Default has occurred and is outstanding.
Appears in 1 contract
Sources: Credit Agreement (Kinross Gold Corp)
Accordion Feature. (ai) Kinross Canada The Borrower may, by notice to the Administrative Agent (an "ACCORDION NOTICE"), at any time and from time to time request during the Revolving Commitment Period, provided that no Event of Default has occurred and is continuing, give not less than thirty (30) Business Days’ notice in writing to the amount of Facility Agent and the Total Commitment Class B Agent (each, an “Accordion Notice”) requesting an increase (each, an “Accordion Increase”) in (A) the Class A Revolving Maximum Amount be increased and (B) the Class B Revolving Commitments (allocated pro rata between (A) and (B)) by an aggregate amount of up to U.S. $75,000,000 ([***] in respect of the Class A Revolving Maximum Amount and [***] in respect of the Class B Revolving Commitments in the aggregate for all Accordion Notices. Each Accordion Notice shall specify, in respect of the proposed Accordion Increase: (x) specifying the Lenders and/or aggregate amount of the proposed Accordion Increase in respect of Class A Revolving Loans and Class B Revolving Loans (allocated pro rata between (A) and (B)), (y) the proposed new Lenders (each, an “Accordion Lender”) that have agreed to accept Individual Commitments a Revolving Commitment (solely to the extent such Accordion Increase has not been accepted by the Class A Revolving Lenders or the Class B Revolving Lenders), and (z) such Accordion Lender’s proposed commitment in respect of the requested Accordion Increase. The Accordion Notice shall be accompanied by evidence, satisfactory to the Facility Agent and the Class B Agent of compliance with the Financial Covenants on a pro forma basis after giving effect to the proposed Accordion Increase. Each Class A Revolving Committed Lender, Class A Revolving Conduit Lender and Class B Revolving Lender will have the option, but not the obligation, to participate as an Accordion Lender, which participation will be evidenced by notice in writing from the applicable Lender to the Borrower within ten (10) Business Days of the date following the Accordion Notice (the “Accordion Participation Deadline”). If any Lender declines or fails to confirm its participation in the aggregate amount of such requested increase. Promptly following receipt of an Accordion NoticeIncrease by the Accordion Participation Deadline, the Administrative Agent shall promptly notify the Bullion Fronting Lender and the Issuing Lender and shall request each portion of the Bullion Fronting Accordion Increase proposed to have been allocated to such Lender and may be allocated to any Accordion Lender in the Issuing Lender to approve such increaseBorrower’s discretion for a period of 90 days following the Accordion Participation Deadline.
(bii) Promptly following receipt of an Each Accordion Notice from will be accompanied by a proposed amending agreement (the Administrative Agent pursuant “Amending Agreement”) containing amendments to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in this Agreement necessary to facilitate such Accordion NoticeIncrease on the terms set forth in Section 0. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2.
(c) Upon receipt of a notice pursuant to Section 2.2(b)commitments, each Accordion Lender that is an existing Lender shall send a confirming letter to the
(iii) Upon the Administrative Agent confirming that it has agreed to increase its Individual Commitment execution and setting out the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect thereto. The increase in that Accordion Lender's Individual Commitment shall, subject to Section 2.2(f), take place with effect from the first Banking Day following the date of the delivery of such notice to the Administrative Agent. Upon any such increase of that Accordion Lender's Individual Commitment, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender an accordion agreement by the amount of such increase.
(d) Any Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender of an Accordion Agreement executed by Kinross Canada and an Accordion Lender that is so acceptable to (in the Administrative Agent, form prescribed in the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(fAmending Agreement), henceforth be read and construed as if such Accordion Lender were shall become a party to this agreement Agreement as a Class A Revolving Committed Lender having all of or Class B Lender, as the rights and obligations of a Lender expressed herein with respect to the Individual Commitment that the Accordion Lender has agreed to accept and case may be, all references to any Lenders a Class A Revolving Committed Lender or Class B Lender in any Credit Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of include such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, increases in the Class A Revolving Maximum Amount and the Class B Revolving Commitments as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each specified in such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it Notice shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canadabecome effective.
(e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the increased Individual Commitments arising pursuant to Section 2.2(c) or (d).
(f) No increase in the Total Commitment Amount shall be permitted at any time that a Default or Event of Default has occurred and is outstanding.
Appears in 1 contract
Sources: Fifth Amended and Restated Credit Agreement (CURO Group Holdings Corp.)
Accordion Feature. (a) Kinross Canada Subject to Section 2.4(b), the Borrower may, by notice to the Administrative Agent (an "ACCORDION NOTICE"“Accordion Notice”), from time to time request that the amount of the Total Commitment Amount Individual Commitments with respect to the Credit Facility be increased by an aggregate amount of up to U.S. $75,000,000 200,000,000 (in the aggregate for all Accordion Notices) specifying ). For certainty, the Lenders and/or proposed new Lenders that have agreed to accept aggregate Individual Commitments under the Credit Facility shall not exceed at any particular time $700,000,000 and each Lender shall, at its sole option, be entitled to share in the aggregate amount increase in the Credit Facility in accordance with their respective Pro Rata Shares. Within fifteen (15) Banking Days of such requested increase. Promptly following the receipt by the Administrative Agent of an Accordion Notice, the Administrative Agent shall promptly notify the Bullion Fronting each Lender and the Issuing Lender and shall request each of the Bullion Fronting Accordion Notice and each Lender and shall, within such fifteen (15) Banking Days period, advise the Issuing Administrative Agent as to whether or not it intends to participate in such increase of the Credit Facility. If such advice is not received from a Lender within such fifteen (15) Banking Day period, then such Lender will be deemed not to approve such have agreed to participate in the increase.
(b) Promptly following receipt of an Each Accordion Notice from shall specify (i) the Administrative Agent pursuant to Section 2.2(a), each requested amount of the Bullion Fronting Lender proposed Credit Facility increase (which amount shall be in compliance with Section 2.4(a)) and (ii) the Issuing effective date of the proposed increase (the “Accordion Effective Date”). If all Lenders agree to participate in the increase in the Credit Facility, the Individual Commitment of each Lender shall promptly be increased in accordance with their Pro Rata Share. If the full amount of the proposed Accordion increase is not completely acquired by Accordion Lenders that are already Lenders, the Borrower may propose other Eligible Assignees to provide new Individual Commitments for all or a portion of the proposed Accordion increase not acquired by existing Lenders, and shall notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in identity of any such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2Eligible Assignees and their respective new Individual Commitments.
(c) Upon receipt of a notice pursuant to Section 2.2(b), each Each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its an Individual Commitment with respect to the Credit Facility and setting out the amounts amount of that increase commitment. In respect of each Accordion Lender that is not an existing Lender, the consent of the Administrative Agent shall be required (such consent not to be unreasonably withheld, delayed or conditioned), and advising whether it each such Accordion Lender shall be required to have accepted a minimum Individual Commitment of $25,000,000.
(d) In respect of each Accordion Lender that is a Canadian Lender and/or a U.S. Lender an existing Lender, the effectiveness of each such Accordion Lender’s increased Individual Commitment with respect thereto. The increase in that Accordion Lender's Individual Commitment to the Credit Facility shall, subject to Section 2.2(f2.4(g), take place with effect from the first second Banking Day following the date of the delivery of such notice L▇▇▇▇▇’s advice, as provided in clause (a) above to the Administrative Agent. Upon any such increase , and the Administrative Agent shall promptly notify the Lenders of that Accordion Lender's Individual Commitment, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender by the amount effectiveness of such increaseincreases.
(de) Any In respect of each Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their discretion exercised reasonably. Upon Lender, upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent of an Accordion Agreement executed by Kinross Canada the Borrower and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Finance Document shall, subject to Section 2.2(f2.4(g), henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment with respect to the Credit Facility that the Accordion Lender L▇▇▇▇▇ has agreed to accept and all references to any Lenders in any Credit Finance Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to thereupon be amended to add the Individual Commitment of such Accordion Lender, and the Administrative Agent shall promptly notify the Lenders of the effectiveness of such Individual Commitments. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(ef) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the effectiveness of the increased Individual Commitments arising pursuant to this Section 2.2(c) or (d)2.4.
(fg) No increase in the Total or establishment of, any Individual Commitment Amount pursuant to this Section 2.4 shall be permitted if, at any time that such time, a Default or Event of Default has occurred and is outstandingcontinuing or would arise as a result of any such increase or establishment and provided further that no increase in or establishment of, any Individual Commitment pursuant to this Section 2.4 in excess of $100,000,000 shall be permitted unless prior to or concurrent with any such increase or establishment in excess of $100,000,000 the Borrower (A) shall cause TF Bermuda to execute and deliver to the Administrative Agent (i) a Third Ranking Debenture governed by English law and (ii) a Third Ranking Supplemental Fixed and Floating Charge Agreement governed by the laws of Bermuda, each in form and substance satisfactory to the Administrative Agent and otherwise substantially similar to the Security Documents referenced at Schedule I, paragraphs 2(b) and 2(e)) and (B) the Administrative Agent shall have received customary legal opinions in respect of the foregoing documents from TF Bermuda’s English and Bermuda counsel, respectively, each in form and substance satisfactory to the Administrative Agent and otherwise substantially similar to the legal opinions previously delivered to the Administrative Agent in respect of the Security Documents referenced at Schedule I, paragraphs 2(b) and 2(e)).
(h) On each Accordion Effective Date, the Administrative Agent shall determine the amount of adjusting payments that may need to be made amongst the Lenders to ensure that their respective shares in outstanding Accommodations under the Credit Facility equal their respective Pro Rata Shares based upon their respective Individual Commitments. Each Accordion Lender shall advance to the Administrative Agent the amount of any such adjusting payment so required of it and the Administrative Agent shall, upon receipt, advance to each other Lender the amount of the corresponding adjusting payment required to be paid to it as determined above. The Borrower shall be obliged to repay outstanding Accommodations under the Credit Facility amongst the Lenders as adjusted pursuant to this Section 2.4. Adjusting payments in respect of Term Benchmark Loans shall not take place until the expiry of their current tenors.
Appears in 1 contract
Accordion Feature. (a1) Kinross Canada mayAt any time prior to one Business Day before the Revolving Credit Termination Date, the Borrowers may effectuate a one-time increase in the Total Revolving Credit Commitments (a “Revolving Credit Commitment Increase”), by notice designating either one or more of the existing Banks (each of which, in its sole discretion, may determine whether and to what degree to participate in such Revolving Credit Commitment Increase) or one or more other banks or other financial institutions (reasonably acceptable to the Administrative Agent and the Issuing Bank) that at the time agree in the case of any such bank or financial institution that is an existing Bank to increase its Revolving Credit Commitment as such Bank shall so select (an "ACCORDION NOTICE"“Increasing Revolving Credit Bank”) and, in the case of any other such bank or financial institution (an “Additional Revolving Credit Bank”), from time to time request become a party to this Agreement; provided, however, that the amount of the Total Commitment Amount be increased by an aggregate amount of up to U.S. $75,000,000 (in the aggregate for all Accordion NoticesA) specifying the Lenders and/or proposed new Lenders that have agreed to accept Individual Commitments in the aggregate amount of such requested increasethe Revolving Credit Commitment Increase may not exceed $20,000,000, and (B) all Revolving Credit Commitments and Revolving Credit Loans provided pursuant to a Revolving Credit Commitment Increase shall be available on the same terms as those applicable to the existing Revolving Credit Commitments and Revolving Credit Loans. Promptly following receipt The Borrowers shall provide prompt notice of an Accordion Notice, any proposed Revolving Credit Commitment Increase to the Administrative Agent shall promptly notify the Bullion Fronting Lender and the Issuing Lender and Banks. Nothing in this Section 2.1(d) shall request each of be construed to create any obligation on the Bullion Fronting Lender and Agent or any Bank to advance or to commit to advance any credit to the Issuing Lender Borrowers or to approve such increasearrange for any other Person to advance or to commit to advance any credit to the Borrowers.
(b2) Promptly following A Revolving Credit Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an Accordion Notice from agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to Section 2.2(a)signed by the Borrowers, each Increasing Revolving Credit Bank and each Additional Revolving Credit Bank, setting forth the Revolving Credit Commitments, if any, of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in each such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2.
(c) Upon receipt of a notice pursuant to Section 2.2(b), each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its Individual Commitment Bank and setting out forth the amounts agreement of that increase and advising whether it is each Additional Revolving Credit Bank to become a Canadian Lender and/or a U.S. Lender with respect thereto. The increase in that Accordion Lender's Individual Commitment shall, subject to Section 2.2(f), take place with effect from the first Banking Day following the date of the delivery of such notice to the Administrative Agent. Upon any such increase of that Accordion Lender's Individual Commitment, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender by the amount of such increase.
(d) Any Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender of an Accordion Agreement executed by Kinross Canada and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(f), henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having Agreement and to be bound by all the terms and provisions hereof binding upon each Bank, and (2) such evidence of appropriate authorization on the part of the rights and obligations of a Lender expressed herein Borrowers with respect to such Revolving Credit Commitment Increase as the Individual Commitment that Agent may reasonably request, (B) the Accordion Lender has agreed to accept funding by each Increasing Revolving Credit Bank and all references to any Lenders in any Additional Revolving Credit Document shall (to Bank of the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed Revolving Credit Loans to be amended made by each such Bank to add effect the Individual Commitment of such Accordion Lender. Each Lender irrevocably appointsprepayment requirement set forth in Section 2.1(d)(4), authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound (C) receipt by the terms Agent of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power a certificate of substitution and delegation, to complete and execute on behalf an officer of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(e) The Administrative Agent shall promptly notify the Borrowers stating that, both before and the Lenders of the increased Individual Commitments arising pursuant after giving effect to Section 2.2(c) or (d).
(f) No increase in the Total such Revolving Credit Commitment Amount shall be permitted at any time that a Increase, no Default or Event of Default has occurred and is outstandingcontinuing or would result from the Revolving Credit Commitment Increase, and that all representations and warranties made by the Borrowers in this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date which remains true and correct as of such earlier date.
(3) Notwithstanding any provision contained herein to the contrary, from and after the date of any Revolving Credit Commitment Increase, all calculations and payments of interest on the Revolving Credit Loans shall take into account the actual Revolving Credit Commitment of each Bank and the principal amount outstanding of each Revolving Credit Loan made by such Bank during the relevant period of time.
(4) If a Revolving Credit Commitment Increase is effected as permitted under this Section 2.1(d), the Borrowers shall prepay any Revolving Credit Loans outstanding on such increase date to the extent necessary to keep the outstanding Revolving Credit Loans ratable to reflect the revised percentages arising from such Revolving Credit Commitment Increase. Any prepayment made by the Borrowers in accordance with this clause (4) may be made with the proceeds of Revolving Credit Loans made by any or all the Banks in connection with the Revolving Credit Commitment Increase occurring simultaneously with the prepayment.
Appears in 1 contract
Accordion Feature. (a) Kinross Canada xvi. The Borrower may, by notice to the Administrative Agent (an "ACCORDION NOTICE"), at any time and from time to time request during the Revolving Commitment Period, provided that no Event of Default has occurred and is continuing, give not less than fifteen (15) Business Days’ notice in writing to the Facility Agent and the Class B Agent (each, an “Accordion Notice”), requesting an increase in the minimum principal amount of One Hundred Million Dollars ($100,000,000) (each, an “Accordion Increase”) in (A) the Total Commitment Class A Revolving Maximum Amount be increased and (B) the Class B Revolving Commitments (allocated pro rata between (A) and (B)) by an aggregate amount of up to U.S. $75,000,000 (100,000,000 in the aggregate for all Accordion Notices. Each Accordion Notice shall specify, in respect of the proposed Accordion Increase: (x) specifying the Lenders and/or aggregate amount of the proposed Accordion Increase in respect of Class A Revolving Loans and Class B Revolving Loans, (y) the proposed new Lenders (each, an “Accordion Lender”) that have agreed to accept Individual Commitments a Revolving Commitment, and (z) such Accordion Lender’s proposed commitment in respect of the aggregate amount of such requested increase. Promptly following receipt of an Accordion NoticeIncrease, provided that no Accordion Increase shall be effective unless the Administrative Facility Agent and the Class B Agent shall promptly notify the Bullion Fronting Lender have accepted each Accordion Notice and each Accordion Lender. The Class A Revolving Committed Lenders, Class A Revolving Conduit Lenders and the Issuing Lender and Class B Revolving Lenders may, at their option, participate as Accordion Lenders, but shall request each of have no obligation to do so. The Accordion Notice shall be accompanied by evidence, satisfactory to the Bullion Fronting Lender Facility Agent and the Issuing Lender Class B Agent of compliance with the Financial Covenants on a pro forma basis after giving effect to approve such increasethe proposed Accordion Increase.
(b) Promptly following receipt of an xvii. Each Accordion Notice from will be accompanied by a proposed amending agreement (the Administrative Agent pursuant “Amending Agreement”) containing amendments to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in this Agreement necessary to facilitate such Accordion NoticeIncrease on the terms set forth in Section 2.1(g)(i). If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2.
(c) Upon receipt of a notice pursuant to Section 2.2(b)commitments, each Accordion Lender that is an existing Lender the Agent shall send a confirming letter distribute to the Administrative Agent confirming that it has agreed to increase its Individual Commitment and setting out Borrower, the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect thereto. The increase in that Accordion Lender's Individual Commitment shallCollateral Agent, subject to Section 2.2(f), take place with effect from the first Banking Day following the date of the delivery of such notice to the Administrative Agent. Upon any such increase of that Accordion Lender's Individual Commitment, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender by the amount of such increase.
(d) Any Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Verification Agent and the Issuing Lenders a revised Appendix A which shall form part of this Agreement without the requirement of any further action or documentation. Any such instrument to be delivered by a new Lender and the Bullion Fronting Lender acting shall be in their discretion exercised reasonably. Upon delivery such form satisfactory to the Administrative Agents. Provided the amendments are acceptable to the Facility Agent, the Issuing Lender Class B Agent and the Bullion Fronting Lender Lenders, each acting reasonably, the parties thereto shall as soon as commercially practicable execute and deliver the Amending Agreement.
xviii. Upon the execution and delivery of an Accordion Agreement executed accordion agreement by Kinross Canada and an Accordion Lender that is so acceptable to (in the Administrative Agent, form prescribed in the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(fAmending Agreement), henceforth be read and construed as if such Accordion Lender were shall become a party to this agreement Agreement as a Class A Revolving Committed Lender having all of or Class B Lender, as the rights and obligations of a Lender expressed herein with respect to the Individual Commitment that the Accordion Lender has agreed to accept and case may be, all references to any Lenders a Class A Revolving Committed Lender or Class B Lender in any Credit Loan Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of include such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, increases in the Class A Revolving Maximum Amount and the Class B Revolving Commitments as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each specified in such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it Notice shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canadabecome effective.
(e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the increased Individual Commitments arising pursuant to Section 2.2(c) or (d).
(f) No increase in the Total Commitment Amount shall be permitted at any time that a Default or Event of Default has occurred and is outstanding.
Appears in 1 contract
Accordion Feature. (a) Kinross Canada Subject to Section 2.4(b), the Borrower may, by notice to the Administrative Agent (an "ACCORDION NOTICE"“Accordion Notice”), from time to time request that the amount of the Total Commitment Amount Individual Commitments with respect to the Credit Facility be increased by an aggregate amount of up to U.S. $75,000,000 200,000,000 (in the aggregate for all Accordion Notices) specifying ). For certainty, the Lenders and/or proposed new Lenders that have agreed to accept aggregate Individual Commitments under the Credit Facility shall not exceed at any particular time $700,000,000 and each Lender shall, at its sole option, be entitled to share in the aggregate amount increase in the Credit Facility in accordance with their respective Pro Rata Shares. Within fifteen (15) Banking Days of such requested increase. Promptly following the receipt by the Administrative Agent of an Accordion Notice, the Administrative Agent shall promptly notify the Bullion Fronting each Lender and the Issuing Lender and shall request each of the Bullion Fronting Accordion Notice and each Lender and shall, within such fifteen (15) Banking Days period, advise the Issuing Administrative Agent as to whether or not it intends to participate in such increase of the Credit Facility. If such advice is not received from a Lender within such fifteen (15) Banking Day period, then such Lender will be deemed not to approve such have agreed to participate in the increase.
(b) Promptly following receipt of an Each Accordion Notice from shall specify (i) the Administrative Agent pursuant to Section 2.2(a), each requested amount of the Bullion Fronting Lender proposed Credit Facility increase (which amount shall be in compliance with Section 2.4(a)) and (ii) the Issuing effective date of the proposed increase (the “Accordion Effective Date”). If all Lenders agree to participate in the increase in the Credit Facility, the Individual Commitment of each Lender shall promptly be increased in accordance with their Pro Rata Share. If the full amount of the proposed Accordion increase is not completely acquired by Accordion Lenders that are already Lenders, the Borrower may propose other Eligible Assignees to provide new Individual Commitments for all or a portion of the proposed Accordion increase not acquired by existing Lenders, and shall notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in identity of any such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2Eligible Assignees and their respective new Individual Commitments.
(c) Upon receipt of a notice pursuant to Section 2.2(b), each Each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its an Individual Commitment with respect to the Credit Facility and setting out the amounts amount of that increase commitment. In respect of each Accordion Lender that is not an existing Lender, the consent of the Administrative Agent shall be required (such consent not to be unreasonably withheld, delayed or conditioned), and advising whether it each such Accordion Lender shall be required to have accepted a minimum Individual Commitment of $25,000,000.
(d) In respect of each Accordion Lender that is a Canadian Lender and/or a U.S. Lender an existing Lender, the effectiveness of each such Accordion Lender’s increased Individual Commitment with respect thereto. The increase in that Accordion Lender's Individual Commitment to the Credit Facility shall, subject to Section 2.2(f2.4(g), take place with effect from the first second Banking Day following the date of the delivery of such notice ▇▇▇▇▇▇’s advice, as provided in clause (a) above to the Administrative Agent. Upon any such increase , and the Administrative Agent shall promptly notify the Lenders of that Accordion Lender's Individual Commitment, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender by the amount effectiveness of such increaseincreases.
(de) Any In respect of each Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their discretion exercised reasonably. Upon Lender, upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent of an Accordion Agreement executed by Kinross Canada the Borrower and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Finance Document shall, subject to Section 2.2(f2.4(g), henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment with respect to the Credit Facility that the Accordion Lender ▇▇▇▇▇▇ has agreed to accept and all references to any Lenders in any Credit Finance Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to thereupon be amended to add the Individual Commitment of such Accordion Lender, and the Administrative Agent shall promptly notify the Lenders of the effectiveness of such Individual Commitments. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(ef) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the effectiveness of the increased Individual Commitments arising pursuant to this Section 2.2(c) or (d)2.4.
(fg) No increase in the Total or establishment of, any Individual Commitment Amount pursuant to this Section 2.4 shall be permitted if, at any time that such time, a Default or Event of Default has occurred and is outstandingcontinuing or would arise as a result of any such increase or establishment and provided further that no increase in or establishment of, any Individual Commitment pursuant to this Section 2.4 in excess of $100,000,000 shall be permitted unless prior to or concurrent with any such increase or establishment in excess of $100,000,000 the Borrower (A) shall cause TF Bermuda to execute and deliver to the Administrative Agent (i) a Third Ranking Debenture governed by English law and (ii) a Third Ranking Supplemental Fixed and Floating Charge Agreement governed by the laws of Bermuda, each in form and substance satisfactory to the Administrative Agent and otherwise substantially similar to the Security Documents referenced at Schedule I, paragraphs 2(b) and 2(e)) and (B) the Administrative Agent shall have received customary legal opinions in respect of the foregoing documents from TF Bermuda’s English and Bermuda counsel, respectively, each in form and substance satisfactory to the Administrative Agent and otherwise substantially similar to the legal opinions previously delivered to the Administrative Agent in respect of the Security Documents referenced at Schedule I, paragraphs 2(b) and 2(e)).
(h) On each Accordion Effective Date, the Administrative Agent shall determine the amount of adjusting payments that may need to be made amongst the Lenders to ensure that their respective shares in outstanding Accommodations under the Credit Facility equal their respective Pro Rata Shares based upon their respective Individual Commitments. Each Accordion Lender shall advance to the Administrative Agent the amount of any such adjusting payment so required of it and the Administrative Agent shall, upon receipt, advance to each other Lender the amount of the corresponding adjusting payment required to be paid to it as determined above. The Borrower shall be obliged to repay outstanding Accommodations under the Credit Facility amongst the Lenders as adjusted pursuant to this Section 2.4. Adjusting payments in respect of Term Benchmark Loans shall not take place until the expiry of their current tenors.
Appears in 1 contract
Sources: First Amending Agreement (Triple Flag Precious Metals Corp.)
Accordion Feature. (a) Kinross Canada Any Borrower may, by prior notice to the Administrative Agent (an "ACCORDION NOTICEAccordion Notice"), from time to time request that the amount of the Total Commitment Amount RCF Facility be increased by an aggregate amount of up to U.S. $75,000,000 100,000,000 (in ie: to a maximum RCF Credit Limit of $800,000,000). The Accordion Notice shall specify (i) the aggregate for all Accordion Noticesamount of the proposed increase in respect of the RCF Facility (which shall be in compliance with the first sentence of this Section 2.6(a)); (ii) specifying the RCF Lenders and/or and/or, subject to Section 2.6(b), proposed new RCF Lenders that have agreed are being requested by the Borrower to accept increase its Individual Commitments with respect to the RCF Facility in the aggregate amount of such proposed requested increase; and (iii) any fees offered to the Accordion Lenders, which fees may be variable based upon the amount by which any such Accordion Lender is willing to increase the principal amount of its commitment. Promptly following receipt of an Accordion NoticePrior to soliciting any new potential RCF Lenders which are not a party to this Agreement, the Administrative Agent relevant Borrower shall promptly notify first offer participation in the Bullion Fronting Lender accordion upsize to existing RCF Lenders and, if such RCF Lenders do not accept and take up the Issuing Lender and shall request each entirety of the Bullion Fronting Lender and accordion upsize, the Issuing Lender balance shall then be offered to approve such increaseexisting TL Lenders.
(b) Promptly following receipt The Administrative Agent shall promptly send a copy of the Accordion Notice to each RCF Lender. Each of the existing RCF Lenders shall be given the opportunity to increase their respective Individual Commitments with respect to the RCF Facility pursuant to an Accordion Notice prior to any solicitation by the Borrowers for an initial Individual Commitment from the Administrative Agent pursuant a Person that is not an existing RCF Lender. If all RCF Lenders agree to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of participate in the increase in the Total RCF Facility, the Individual Commitment Amount requested of each RCF Lender with respect to the RCF Facility shall be increased in such accordance with their Pro Rata Share. For certainty, a new RCF Lender may only be proposed by the Borrower to participate in a proposed increase to the RCF Facility if the full amount of the proposed increase pursuant to the subject Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does Notice is not approve such increasecompletely acquired by Accordion Lenders that are already, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2first instance, RCF Lenders or, in the second instance, TL Lenders.
(c) Upon receipt of a notice an Accordion Notice pursuant to Section 2.2(b2.6(b), each Accordion Lender that is an existing RCF Lender shall send a confirming letter to the Administrative Agent confirming that advising whether or not it has agreed to increase its Individual Commitment with respect to the RCF Facility and setting out the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect theretoincrease. The increase in that Accordion Lender's Individual Commitment with respect to the RCF Facility shall, subject to Section 2.2(fSections 2.6(b) and (f), take place with effect from the first Banking Day following the date of the delivery of such notice to the Administrative AgentAccordion Effective Date. Upon the Accordion Effective Date any such increase of that Accordion Lender's Individual CommitmentCommitment with respect to the RCF Facility, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender with respect to the RCF Facility by the amount of such increase. For certainty, RCF Lenders may decline, in their sole discretion, to increase their Individual Commitments with respect to the RCF Facility in connection with an Accordion Notice and increases of the Individual Commitments of the existing RCF Lenders with respect to the RCF Facility pursuant to this Section 2.6 need not be effected on a pro rata basis.
(d) Any Accordion Lender with respect to the RCF Facility that is not an existing RCF Lender (or an TL Lender) must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender Lenders acting in their discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent of an Accordion Agreement executed by Kinross Canada the Borrowers and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(f)2.6(f) and on and from such date as the parties thereto may agree, henceforth be read and construed as if such Accordion Lender were party to this agreement as a RCF Lender having all of the rights and obligations of a RCF Lender expressed herein with respect to the Individual Commitment with respect to the RCF Facility that the Accordion Lender has agreed to accept and all references to any Lenders RCF Lender in any Credit Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion LenderLender with respect to the RCF Facility. Each RCF Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each an Accordion Agreement relating to with each Accordion Lender. Each RCF Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the increased Individual Commitments with respect to the RCF Facility arising pursuant to Section 2.2(c2.6(c) and/or 2.6(d). Notwithstanding any other provision hereof with respect to the funding of Loans in accordance with each relevant Lender's Pro Rata Share, the Administrative Agent shall be entitled to reallocate the funding obligations among the relevant RCF Lenders or (d)the outstanding credit under the RCF Facility in order to ensure, to the greatest extent practicable, that after such increase the aggregate amount of credit extended hereunder by each RCF Lender coincides with such ▇▇▇▇▇▇'s Pro Rata Share of the aggregate amount of credit extended under the RCF Facility by all of the RCF Lenders, provided that no such allocation shall result in the aggregate amount of credit extended hereunder by any RCF Lender exceeding such RCF Lender's Individual Commitment with respect to the RCF Facility. The Administrative Agent may exercise the timing of its discretion to reallocate as aforesaid so as to minimize or eliminate the requirement to break a Term SOFR Rate contract or incur breakage fees in respect of any outstanding Term Benchmark Loan.
(f) No increase in the Total Commitment Amount amount of the RCF Facility pursuant to an Accordion Notice:
(i) shall be permitted at any time that a Default or Event of Default has occurred and is outstandingcontinuing or if any Default or Event of Default would arise as a result of an increase to the Credit Limit as a result of the exercise of any such Accordion Notice; and
(ii) shall be effective until (i) the Post-Closing Undertaking has been satisfied, (ii) the Borrowers have brought down the representations and warranties set forth in Section 10.1 hereof pursuant to an officer certificate addressed to the Administrative Agent duly executed by senior officers of the Borrowers and (ii) if required by the Administrative Agent, acting reasonably, each Obligor shall have executed and delivered to the Administrative Agent a confirmation of its Secured Obligations, in form and substance acceptable to the Lenders, acting reasonably, under each Credit Document to which it is a party and acknowledging and confirming that the relevant Accordion Lender benefits from such Credit Documents.
Appears in 1 contract
Accordion Feature. (a) Kinross Canada At any time, prior to the Maturity Date, the Borrower may, by notice in writing to the Administrative Agent (an "ACCORDION NOTICE"“Accordion Notice”), from time to time request that the then existing amount of the Total Commitment Amount RT Facility be increased by an aggregate amount of up to U.S. $75,000,000 300,000,000 (in the aggregate for all Accordion NoticesNotices with respect to the RT Facility) specifying and advising whether (i) the Lenders Borrower wishes to arrange for such requested increase to be provided by another bank, which bank must agree to be bound by the terms and conditions of this agreement as a Lender, and/or proposed new Lenders that (ii) the Borrower wishes to request each Lender to participate in such increase in accordance with their Pro Rata Share. Within ten (10) Banking Days of the receipt by the Administrative Agent of an Accordion Notice requesting participation by the Lenders, each Lender shall advise the Administrative Agent as to whether or not it intends to participate in such increase of the RT Facility. If such advice is not received from a Lender within such ten (10) Banking Day period, then such Lender will be deemed not to have agreed to accept participate in the increase. In the event that not all of the Lenders agree to participate in the increase of the RT Facility, then the Administrative Agent shall so advise the Borrower which shall have the right to deliver a further request to the Administrative Agent for those Lenders participating in the increase of the RT Facility, to participate in any shortfall in the requested increase in RT Facility on a pro rata basis in accordance with the Individual Commitments of those participating Lenders and each participating Lender shall advise the Administrative Agent as to whether or not it intends to further participate in such increase of the RT Facility, within three (3) Banking Days of such further request. In the event that there is still a shortfall, a further request again on a mutatis mutandis basis will be given to the remaining participating Lenders and such request may be accepted or rejected by the remaining participating Lenders and each participating Lender shall advise the Administrative Agent as to whether or not it intends to further participate in such increase of RT Facility, within three (3) Banking Days of such further request. To the extent that the participating Lenders do not agree to participate in the request for the increase in the RT Facility, then the Borrower may either arrange for such shortfall in the requested increase from another bank, which bank must agree to be bound by the terms and conditions of this agreement as a Lender, or accept the lower amount of the increase in the RT Facility, as accepted by the participating Lenders.
(b) Each Accordion Notice delivered by the Borrower shall be substantially in the form of Schedule J and the delivery of an Accordion Notice shall constitute a representation and warranty of the Borrower that all representations and warranties of the Borrower set forth in Article 10 are true and correct in all respects as of the date such increase to the RT Credit Limit takes effect. The Borrower shall not request an increase to the RT Facility pursuant to an Accordion Notice that is less than $50,000,000.
(c) No increase in the aggregate amount of such requested increase. Promptly following receipt of an Accordion Notice, the Administrative Agent shall promptly notify the Bullion Fronting Lender and the Issuing Lender and shall request each of the Bullion Fronting Lender and the Issuing Lender to approve such increase.
(b) Promptly following receipt of an Accordion Notice from the Administrative Agent pursuant to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2.
(c) Upon receipt of a notice pursuant to Section 2.2(b), each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its Individual Commitment and setting out the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect thereto. The increase in that Accordion Lender's Individual Commitment shall, subject to Section 2.2(f), take place with effect from the first Banking Day following the date of the delivery of such notice to the Administrative Agent. Upon any such increase of that Accordion Lender's Individual Commitment, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender by the amount of such increase.
(d) Any Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender of an Accordion Agreement executed by Kinross Canada and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(f), henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment that the Accordion Lender has agreed to accept and all references to any Lenders in any Credit Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the increased Individual Commitments arising pursuant to Section 2.2(c) or (d).
(f) No increase in the Total Commitment Amount RT Facility shall be permitted at any time that a Default or Event of Default has occurred and is outstandingcontinuing nor shall any Default or Event of Default be reasonably expected to occur immediately following any increase to the RT Credit Limit.
(d) The Borrower shall have provided the Administrative Agent with a compliance certificate, in form and substance satisfactory to the Administrative Agent, evidencing pro forma compliance with Section 11.1(m) immediately following any increase to the RT Credit Limit.
(e) Upon completion of the request process set forth in Section 2.6(a), the Administrative Agent shall promptly notify the Borrower and the Lenders of the increased Individual Commitments of participating Lenders and the Individual Commitment of any bank which has become a Lender as contemplated by Section 2.6(a).
(f) Any upfront fee payable by the Borrower in accordance with any increase to the RT Facility pursuant to this Section 2.6 shall be negotiated and agreed upon between the Borrower and the relevant Lender and the Borrower shall pay all other fees and expenses of the Administrative Agent and the Lenders owing in respect of such increase to the RT Credit Limit.
(g) The Administrative Agent shall forthwith advise the Swingline Lender and Issuing Lender of its receipt of an Accordion Notice. In the event that a bank that is not an existing Lender is to become a Lender in accordance with Section 2.6(a), such bank must be approved by the Administrative Agent, the Swingline Lender and the Issuing Lender, in their respective reasonable discretion, and the Swingline Lender and Issuing Lender shall notify the Administrative Agent whether or not it approves of such new Lender within ten (10) Banking Days of such Lender’s receipt of such notice.
Appears in 1 contract
Sources: Loan Agreement (CI Financial Corp.)
Accordion Feature. (a) Kinross Canada Subject to Section 2.4(b), the Borrowers may, by notice to the Administrative Agent (an "ACCORDION NOTICE"“Accordion Notice”), from time to time request that the amount of the Total Commitment Amount Individual Commitments with respect to the Credit Facility be increased by an aggregate amount of up to U.S. $75,000,000 200,000,000 (in the aggregate for all Accordion Notices) specifying ). For certainty, the Lenders and/or proposed new Lenders that have agreed to accept aggregate Individual Commitments under the Credit Facility shall not exceed at any particular time $700,000,000 and each Lender shall, at its sole option, be entitled to share in the aggregate amount increase in the Credit Facility in accordance with their respective Pro Rata Shares. Within fifteen (15) Banking Days of such requested increase. Promptly following the receipt by the Administrative Agent of an Accordion Notice, the Administrative Agent shall promptly notify the Bullion Fronting each Lender and the Issuing Lender and shall request each of the Bullion Fronting Accordion Notice and each Lender and shall, within such fifteen (15) Banking Days period, advise the Issuing Administrative Agent as to whether or not it intends to participate in such increase of the Credit Facility. If such advice is not received from a Lender within such fifteen (15) Banking Day period, then such Lender will be deemed not to approve such have agreed to participate in the increase.
(b) Promptly following receipt of an Each Accordion Notice from shall specify (i) the Administrative Agent pursuant to Section 2.2(a), each requested amount of the Bullion Fronting Lender proposed Credit Facility increase (which amount shall be in compliance with Section 2.4(a)) and (ii) the Issuing effective date of the proposed increase (the “Accordion Effective Date”). If all Lenders agree to participate in the increase in the Credit Facility, the Individual Commitment of each Lender shall promptly be increased in accordance with their Pro Rata Share. If the full amount of the proposed Accordion increase is not completely acquired by Accordion Lenders that are already Lenders, the Borrowers may propose other Eligible Assignees to provide new Individual Commitments for all or a portion of the proposed Accordion increase not acquired by existing Lenders, and shall notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in identity of any such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2Eligible Assignees and their respective new Individual Commitments.
(c) Upon receipt of a notice pursuant to Section 2.2(b), each Each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its an Individual Commitment with respect to the Credit Facility and setting out the amounts amount of that increase commitment. In respect of each Accordion Lender that is not an existing Lender, the consent of the Administrative Agent shall be required (such consent not to be unreasonably withheld, delayed or conditioned), and advising whether it each such Accordion Lender shall be required to have accepted a minimum Individual Commitment of $25,000,000.
(d) In respect of each Accordion Lender that is a Canadian Lender and/or a U.S. Lender an existing Lender, the effectiveness of each such Accordion Lender’s increased Individual Commitment with respect thereto. The increase in that Accordion Lender's Individual Commitment to the Credit Facility shall, subject to Section 2.2(f2.4(g), take place with effect from the first second Banking Day following the date of the delivery of such notice ▇▇▇▇▇▇’s advice, as provided in clause (a) above to the Administrative Agent. Upon any such increase , and the Administrative Agent shall promptly notify the Lenders of that Accordion Lender's Individual Commitment, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender by the amount effectiveness of such increaseincreases.
(de) Any In respect of each Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their discretion exercised reasonably. Upon Lender, upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent of an Accordion Agreement executed by Kinross Canada the Borrowers and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Finance Document shall, subject to Section 2.2(f2.4(g), henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment with respect to the Credit Facility that the Accordion Lender ▇▇▇▇▇▇ has agreed to accept and all references to any Lenders in any Credit Finance Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to thereupon be amended to add the Individual Commitment of such Accordion Lender, and the Administrative Agent shall promptly notify the Lenders of the effectiveness of such Individual Commitments. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(ef) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the effectiveness of the increased Individual Commitments arising pursuant to this Section 2.2(c) or (d)2.4.
(fg) No increase in the Total or establishment of, any Individual Commitment Amount pursuant to this Section 2.4 shall be permitted if, at any time that such time, a Default or Event of Default has occurred and is outstandingcontinuing or would arise as a result of any such increase or establishment and provided further that no increase in or establishment of, any Individual Commitment pursuant to this Section 2.4 in excess of $100,000,000 shall be permitted unless prior to or concurrent with any such increase or establishment in excess of $100,000,000 the Borrowers (A) shall cause TF Bermuda to execute and deliver to the Administrative Agent (i) a Third Ranking Debenture governed by English law and (ii) a Third Ranking Supplemental Fixed and Floating Charge Agreement governed by the laws of Bermuda, each in form and substance satisfactory to the Administrative Agent and otherwise substantially similar to the Security Documents referenced at Schedule I, paragraphs 2(b) and 2(e)) and (B) the Administrative Agent shall have received customary legal opinions in respect of the foregoing documents from TF Bermuda’s English and Bermuda counsel, respectively, each in form and substance satisfactory to the Administrative Agent and otherwise substantially similar to the legal opinions previously delivered to the Administrative Agent in respect of the Security Documents referenced at Schedule I, paragraphs 2(b) and 2(e)).
(h) On each Accordion Effective Date, the Administrative Agent shall determine the amount of adjusting payments that may need to be made amongst the Lenders to ensure that their respective shares in outstanding Accommodations under the Credit Facility equal their respective Pro Rata Shares based upon their respective Individual Commitments. Each Accordion Lender shall advance to the Administrative Agent the amount of any such adjusting payment so required of it and the Administrative Agent shall, upon receipt, advance to each other Lender the amount of the corresponding adjusting payment required to be paid to it as determined above. The Borrowers shall be obliged to repay outstanding Accommodations under the Credit Facility amongst the Lenders as adjusted pursuant to this Section 2.4. Adjusting payments in respect of Term Benchmark Loans shall not take place until the expiry of their current tenors.
Appears in 1 contract
Accordion Feature. (a) Kinross Canada The Borrower may, by notice to the Administrative Agent (an "ACCORDION NOTICE"), from time to time request that time, increase the Aggregate Revolving Commitment Amount hereunder, or add a term loan facility (a "Incremental Term Loan Facility") and term loans ("Incremental Term Loans") by giving notice to the Agent, specifying the dollar amount of the Total increase (which shall be in an integral multiple of $5,000,000, and which shall not result in the sum of the Aggregate Revolving Commitment Amount be increased by an aggregate amount of up to U.S. $75,000,000 (in the aggregate for all Accordion Notices) specifying the Lenders and/or proposed new Lenders that have agreed to accept Individual Commitments in the aggregate amount of such requested increase. Promptly following receipt of an Accordion Notice, the Administrative Agent shall promptly notify the Bullion Fronting Lender and the Issuing Lender and shall request each of the Bullion Fronting Lender and the Issuing Lender to approve such increase.
(b) Promptly following receipt of Incremental Term Loan Facility hereunder exceeding $100,000,000); provided, however, that an Accordion Notice from the Administrative Agent pursuant to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of the increase in the Total Aggregate Revolving Commitment Amount requested and addition of an Incremental Term Loan Facility hereunder may only be made at a time when no Default or Event of Default shall have occurred and be continuing. The Borrower may increase the Aggregate Revolving Commitment Amount by either increasing a Revolving Commitment Amount with an existing Bank or obtaining a Revolving Commitment from a new financial institution, the selection of which shall require the consent of the Agent, not to be unreasonably withheld. The Borrower may add the Incremental Term Loan Facility with an existing Bank or obtaining a commitment to the Incremental Term Loan Facility from a new financial institution, the selection of which shall require the consent of the Agent, not to be unreasonably withheld. The Borrower, the Agent and each Bank or other financial institution that is increasing its Revolving Commitment Amount, extending a new Revolving Commitment or adding an Incremental Term Loan Facility shall enter into an amendment to this Agreement setting forth the amounts of the Revolving Commitment Amount, as so increased, providing that any new financial institution extending a new Revolving Commitment shall be a Bank for all purposes under this Agreement and in the case of the Incremental Term Loan Facility, setting forth the amount and adding provisions appropriate for the Incremental Term Loans, including maturities and amortization, if applicable. No such Accordion Notice. If either amendment shall require the Issuing Lender approval or consent of any Bank who is not involved in the increase to the Revolving Commitment Amount or the Bullion Fronting Lender does not approve such increase, then Incremental Term Loan Facility and no increase in the Total Commitment Amount Bank shall take place pursuant to this Section 2.2.
(c) Upon receipt of a notice pursuant to Section 2.2(b), each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed be required to increase its Individual Revolving Commitment Amount or enter into an Incremental Term Loan Facility unless it shall so agree in writing. Upon the execution and setting out the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect thereto. The increase in that Accordion Lender's Individual Commitment shall, subject to Section 2.2(f), take place with effect from the first Banking Day following the date of the delivery of such notice to the Administrative Agent. Upon any such increase of that Accordion Lender's Individual Commitmentamendment as provided above, Schedule A hereto this Agreement shall be deemed to be amended accordingly and, in the instance of an increase to increase the Individual Commitment of that Accordion Lender by Revolving Commitments, the Agent shall adjust the funded amount of such increase.
(d) Any Accordion Lender that is not an existing Lender must be acceptable to each the Revolving Loans of the Administrative Agent Banks so that each Bank (including the Banks with new or increased Revolving Commitment) shall hold their respective Revolving Percentages (as amended by such amendment) of the Revolving Loans outstanding and the Issuing Lender unfunded Revolving Commitment Amount (and each Bank shall so fund any increased amount of Advances), and shall participate in the Bullion Fronting Lender acting Letter of Credit obligations and have obligations to participate in Unrefunded Swing Line Loans in their discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender of an Accordion Agreement executed respective Revolving Percentages (as amended by Kinross Canada and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(f), henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment that the Accordion Lender has agreed to accept and all references to any Lenders in any Credit Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the increased Individual Commitments arising pursuant to Section 2.2(c) or (damendment).
(f) No increase in the Total Commitment Amount shall be permitted at any time that a Default or Event of Default has occurred and is outstanding.
Appears in 1 contract
Accordion Feature. (a) Kinross Canada At any time, prior to the Maturity Date, the Borrower may, by notice in writing to the Administrative Agent (an "ACCORDION NOTICE"“Accordion Notice”), from time to time request that the then existing amount of the Total Commitment Amount RT Facility be increased by (x) during the Modification Period, an aggregate amount of up to U.S. $75,000,000 100,000,000 (in the aggregate for all Accordion NoticesNotices with respect to the RT Facility) specifying and (y) at any time after the Lenders Modification Period, an amount of up to $300,000,000 (in the aggregate for all Accordion Notices with respect to the RT Facility), and advising whether (i) the Borrower wishes to arrange for such requested increase to be provided by another bank, which bank must agree to be bound by the terms and conditions of this agreement as a Lender, and/or proposed new Lenders that (ii) the Borrower wishes to request each Lender to participate in such increase in accordance with their Pro Rata Share. Within ten (10) Banking Days of the receipt by the Administrative Agent of an Accordion Notice requesting participation by the Lenders, each Lender shall advise the Administrative Agent as to whether or not it intends to participate in such increase of the RT Facility. If such advice is not received from a Lender within such ten (10) Banking Day period, then such Lender will be deemed not to have agreed to accept participate in the increase. In the event that not all of the Lenders agree to participate in the increase of the RT Facility, then the Administrative Agent shall so advise the Borrower which shall have the right to deliver a further request to the Administrative Agent for those L▇▇▇▇▇▇ participating in the increase of the RT Facility, to participate in any shortfall in the requested increase in RT Facility on a pro rata basis in accordance with the Individual Commitments of those participating Lenders and each participating Lender shall advise the Administrative Agent as to whether or not it intends to further participate in such increase of the RT Facility, within three (3) Banking Days of such further request. In the event that there is still a shortfall, a further request again on a mutatis mutandis basis will be given to the remaining participating Lenders and such request may be accepted or rejected by the remaining participating Lenders and each participating Lender shall advise the Administrative Agent as to whether or not it intends to further participate in such increase of RT Facility, within three (3) Banking Days of such further request. To the extent that the participating Lenders do not agree to participate in the request for the increase in the RT Facility, then the Borrower may either arrange for such shortfall in the requested increase from another bank, which bank must agree to be bound by the terms and conditions of this agreement as a Lender, or accept the lower amount of the increase in the RT Facility, as accepted by the participating Lenders.
(b) Each Accordion Notice delivered by the Borrower shall be substantially in the form of Schedule J and the delivery of an Accordion Notice shall constitute a representation and warranty of the Borrower that all representations and warranties of the Borrower set forth in Article 10 are true and correct in all respects as of the date such increase to the RT Credit Limit takes effect. The Borrower shall not request an increase to the RT Facility pursuant to an Accordion Notice that is less than $50,000,000.
(c) No increase in the aggregate amount of such requested increase. Promptly following receipt of an Accordion Notice, the Administrative Agent shall promptly notify the Bullion Fronting Lender and the Issuing Lender and shall request each of the Bullion Fronting Lender and the Issuing Lender to approve such increase.
(b) Promptly following receipt of an Accordion Notice from the Administrative Agent pursuant to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2.
(c) Upon receipt of a notice pursuant to Section 2.2(b), each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its Individual Commitment and setting out the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect thereto. The increase in that Accordion Lender's Individual Commitment shall, subject to Section 2.2(f), take place with effect from the first Banking Day following the date of the delivery of such notice to the Administrative Agent. Upon any such increase of that Accordion Lender's Individual Commitment, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender by the amount of such increase.
(d) Any Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender of an Accordion Agreement executed by Kinross Canada and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(f), henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment that the Accordion Lender has agreed to accept and all references to any Lenders in any Credit Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the increased Individual Commitments arising pursuant to Section 2.2(c) or (d).
(f) No increase in the Total Commitment Amount RT Facility shall be permitted at any time that a Default or Event of Default has occurred and is outstandingcontinuing nor shall any Default or Event of Default be reasonably expected to occur immediately following any increase to the RT Credit Limit.
(d) The Borrower shall have provided the Administrative Agent with a compliance certificate, in form and substance satisfactory to the Administrative Agent, evidencing pro forma compliance with Section 11.1(m) immediately following any increase to the RT Credit Limit.
(e) Upon completion of the request process set forth in Section 2.6(a), the Administrative Agent shall promptly notify the Borrower and the Lenders of the increased Individual Commitments of participating Lenders and the Individual Commitment of any bank which has become a Lender as contemplated by Section 2.6(a).
(f) Any upfront fee payable by the Borrower in accordance with any increase to the RT Facility pursuant to this Section 2.6 shall be negotiated and agreed upon between the Borrower and the relevant Lender and the Borrower shall pay all other fees and expenses of the Administrative Agent and the Lenders owing in respect of such increase to the RT Credit Limit.
(g) The Administrative Agent shall forthwith advise the Swingline Lender and Issuing Lender of its receipt of an Accordion Notice. In the event that a bank that is not an existing Lender is to become a Lender in accordance with Section 2.6(a), such bank must be approved by the Administrative Agent, the Swingline Lender and the Issuing Lender, in their respective reasonable discretion, and the Swingline Lender and Issuing Lender shall notify the Administrative Agent whether or not it approves of such new Lender within ten (10) Banking Days of such Lender’s receipt of such notice.
Appears in 1 contract
Accordion Feature. (a) Kinross Canada The Borrower may, by prior notice to the Administrative Agent (an "ACCORDION NOTICE"“Accordion Notice”), from time to time starting December 31, 2022, request that the amount of the Total Commitment Amount RT Facility be increased by an aggregate amount of up to U.S. $75,000,000 25,000,000 (in the aggregate for all Accordion Notices) specifying the Lenders and/or and/or, subject to Section 2.6(b), proposed new Lenders that have agreed to accept Individual Commitments with respect to the RT Facility in the aggregate amount of such requested increase. Promptly following receipt of an Accordion Notice, the Administrative Agent shall promptly notify the Bullion Fronting Lender and the Issuing Lender and shall request each of the Bullion Fronting Lender and the Issuing Lender to approve such increase.
(b) Promptly following receipt The Administrative Agent shall promptly send a copy of the Accordion Notice to each Lender. Each of the existing Lenders shall be given the opportunity to increase their respective Individual Commitments pursuant to an Accordion Notice prior to any solicitation by the Borrower for an initial Individual Commitment from the Administrative Agent pursuant to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or a Person that is not it approves of the increase in the Total Commitment Amount requested in such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2an existing Lender.
(c) Upon receipt of a notice an Accordion Notice pursuant to Section 2.2(b2.6(b), each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its Individual Commitment with respect to the RT Facility and setting out the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect theretoincrease. The increase in that Accordion Lender's Individual Commitment with respect to the RT Facility shall, subject to Section 2.2(fSections 2.6(b) and (f), take place with effect from such day as such Accordion Lender, the first Banking Day following the date of the delivery of such notice to Borrower and the Administrative AgentAgent may agree. Upon any such increase of that Accordion Lender's Individual CommitmentCommitment with respect to the RT Facility, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender with respect to the RT Facility by the amount of such increase. For certainty, increases of the Individual Commitments of the existing Lenders with respect to the RT Facility pursuant to this Section 2.6 need not be effected on a pro rata basis.
(d) Any Accordion Lender with respect to the RT Facility that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their its discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent of an Accordion Agreement executed by Kinross Canada the Borrower and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(f)2.6(f) and on and from such date as the parties thereto may agree, henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment with respect to the RT Facility that the Accordion Lender has agreed to accept and all references to any Lenders Lender in any Credit Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion LenderLender with respect to the RT Facility. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each an Accordion Agreement relating to with each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(e) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the increased Individual Commitments with respect to the RT Facility arising pursuant to Section 2.2(c2.6(c) and/or 2.6(d). Notwithstanding any other provision hereof with respect to the funding of Loans in accordance with each relevant Lender's Pro Rata Share, the Administrative Agent shall be entitled to reallocate the funding obligations among the relevant Lenders or (d)the outstanding credit under the RT Facility in order to ensure, to the greatest extent practicable, that after such increase the aggregate amount of credit extended hereunder by each Lender coincides with such Lender's Pro Rata Share of the aggregate amount of credit extended under the RT Facility by all of the Lenders, provided that no such allocation shall result in the aggregate amount of credit extended hereunder by any Lender exceeding such Lender's Individual Commitment with respect to the RT Facility. The Administrative Agent may exercise the timing of its discretion to reallocate as aforesaid so as to minimize or eliminate the requirement to break a Term SOFR Rate contract or incur breakage fees in respect of any outstanding Term Benchmark Loan.
(f) No increase in the Total Commitment Amount amount of the RT Facility
(i) shall be permitted at any time that a Default or Event of Default has occurred and is outstanding; and
(ii) shall be effective until, if required by the Administrative Agent, acting reasonably, each Obligor shall have executed and delivered to the Administrative Agent a confirmation of its Secured Obligations, in form and substance acceptable to the Lenders, acting reasonably, under each Credit Document to which it is a party and acknowledging and confirming that the relevant Accordion Lender benefits from such Credit Documents.
Appears in 1 contract
Sources: Credit Agreement (Orla Mining Ltd.)
Accordion Feature. (a) Kinross Canada Subject to Section 2.5(b), the Borrower may, by notice to the Administrative Agent (an "ACCORDION NOTICE"“Accordion Notice”), from time to time request that the amount of the Total Commitment Amount Individual Commitments with respect to the Credit Facility be increased by an aggregate amount of up to U.S. $75,000,000 50,000,000 (in the aggregate for all Accordion Notices) specifying the Lenders and/or proposed new Lenders that have agreed to accept Individual Commitments with respect to the Credit Facility in the aggregate amount of such requested increase. Promptly following For certainty, the aggregate Individual Commitments under the Credit Facility shall not exceed at any particular time $350,000,000 and each Lender shall, at its sole option, be entitled to share in the increase in the Credit Facility in accordance with their respective Pro Rata Shares. Within 15 Banking Days of the receipt by the Administrative Agent of an Accordion NoticeNotice requesting participation by the Lenders, each Lender shall advise the Administrative Agent shall promptly notify the Bullion Fronting Lender and the Issuing Lender and shall request each as to whether or not it intends to participate in such increase of the Bullion Fronting Credit Facility. If such advice is not received from a Lender and within such 15 Banking Day period, then such Lender will be deemed not to have agreed to participate in the Issuing Lender to approve such increase.
(b) Promptly following receipt Each Accordion Notice shall specify (i) the relevant Accordion Lender(s) that has agreed to increase its respective Individual Commitments or accept initial Individual Commitments, as the case may be, in respect of the Credit Facility, (ii) such Accordion Lender’s proposed additional Individual Commitment, in the case of an Accordion Notice from Lender that is already a Lender or Individual Commitment, in the Administrative Agent pursuant to Section 2.2(acase of an Accordion Lender that is not yet a Lender (each, an “Individual Accordion Commitment”), each and (iii) the requested amount of the Bullion Fronting Lender and the Issuing Lender proposed Accordion Increase (which amount shall promptly notify the Administrative Agent whether or not it approves of be in compliance with Section 2.5(a)). If all Lenders agree to participate in the increase in the Total Credit Facility, the Individual Commitment Amount requested of each Lender shall be increased in such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2accordance with their Pro Rata Share.
(c) Upon receipt of a notice pursuant to Section 2.2(b), each Each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its an Individual Commitment with respect to the Credit Facility and setting out the amounts amount of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect theretocommitment. The increase in establishment of that Accordion Lender's ’s Individual Commitment with respect to the Credit Facility shall, subject to Section 2.2(f2.5(f), take place with effect from the first second Banking Day following the date of the delivery of such notice to the Administrative Agent. Upon any such increase the establishment of that Accordion Lender's ’s Individual CommitmentCommitment with respect to the Credit Facility, Schedule A hereto shall be deemed to be amended to increase evidence the Individual Commitment with respect to the Credit Facility of that Accordion Lender by the amount of such increase.
(d) Any Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the each Issuing Lender and the Bullion Fronting Lender acting in their its sole discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent of an Accordion Agreement executed by Kinross Canada the Borrower and an Accordion Lender that is so acceptable to the Administrative Agent, Agent and the Issuing Lender and the Bullion Fronting LenderLenders, the Administrative Agent, Agent and the Issuing Lender and the Bullion Fronting Lender Lenders shall promptly execute and deliver such Accordion Agreement whereupon this agreement Agreement and each other Credit Finance Document shall, subject to Section 2.2(f2.5(f), henceforth be read and construed as if such Accordion Lender were party to this agreement Agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment with respect to the Credit Facility that the Accordion Lender has agreed to accept and all references to any Lenders in any Credit Finance Document shall (to the extent the context so admits) be construed accordingly. Consequent Subsequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(e) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the increased Individual Commitments with respect to the Credit Facility arising pursuant to Section 2.2(c2.5(c) or and (d).
(f) No increase in or establishment of, any Individual Commitment with respect to the Total Commitment Amount Credit Facility shall be permitted at any time that a Default or Event of Default has occurred and is outstanding.
Appears in 1 contract
Sources: Credit Agreement (New Gold Inc. /FI)
Accordion Feature. (a) Kinross Canada Any Borrower may, by prior notice to the Administrative Agent (an "ACCORDION NOTICE"“Accordion Notice”), from time to time request that the amount of the Total Commitment Amount Credit Facility be increased by an aggregate amount of up to U.S. $75,000,000 100,000,000 (in ie: to a maximum Credit Limit of $800,000,000). The Accordion Notice shall specify (i) the aggregate for all Accordion Noticesamount of the proposed increase in respect of the Credit Facility (which shall be in compliance with the first sentence of this Section 2.6(a)); (ii) specifying the Lenders and/or and/or, subject to Section 2.6(b), proposed new Lenders that have agreed are being requested by the Borrower to accept increase its Individual Commitments with respect to the Credit Facility in the aggregate amount of such proposed requested increase. Promptly following receipt ; and (iii) any fees offered to the Accordion Lenders, which fees may be variable based upon the amount by which any such Accordion Lender is willing to increase the principal amount of an Accordion Notice, the Administrative Agent shall promptly notify the Bullion Fronting Lender and the Issuing Lender and shall request each of the Bullion Fronting Lender and the Issuing Lender to approve such increaseits commitment.
(b) Promptly following receipt The Administrative Agent shall promptly send a copy of the Accordion Notice to each Lender. Each of the existing Lenders shall be given the opportunity to increase their respective Individual Commitments pursuant to an Accordion Notice prior to any solicitation by the Borrowers for an initial Individual Commitment from the Administrative Agent pursuant a Person that is not an existing Lender. If all Lenders agree to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of participate in the increase in the Total Credit Facility, the Individual Commitment Amount requested of each Lender shall be increased in such Accordion Noticeaccordance with their Pro Rata Share. If either For certainty, a new Lender may only be proposed by the Issuing Lender or Borrower to participate in a proposed increase to the Bullion Fronting Lender does not approve such increase, then no Credit Facility if the full amount of the proposed increase in the Total Commitment Amount shall take place pursuant to this Section 2.2.the subject Accordion Notice is not completely acquired by Accordion Lenders that are already Lenders. 51334597.3 Third Amended and Restated Credit Agreement - Equinox
(c) Upon receipt of a notice an Accordion Notice pursuant to Section 2.2(b2.6(b), each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that advising whether or not it has agreed to increase its Individual Commitment with respect to the Credit Facility and setting out the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect theretoincrease. The increase in that Accordion Lender's Individual Commitment with respect to the Credit Facility shall, subject to Section 2.2(fSections 2.6(b) and (f), take place with effect from the first Banking Day following the date of the delivery of such notice to the Administrative AgentAccordion Effective Date. Upon the Accordion Effective Date any such increase of that Accordion Lender's Individual CommitmentCommitment with respect to the Credit Facility, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender with respect to the Credit Facility by the amount of such increase. For certainty, Lenders may decline, in their sole discretion, to increase their Individual Commitments in connection with an Accordion Notice and increases of the Individual Commitments of the existing Lenders with respect to the Credit Facility pursuant to this Section 2.6 need not be effected on a pro rata basis.
(d) Any Accordion Lender with respect to the Credit Facility that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender Lenders acting in their discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent of an Accordion Agreement executed by Kinross Canada the Borrowers and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(f)2.6(f) and on and from such date as the parties thereto may agree, henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment with respect to the Credit Facility that the Accordion Lender has agreed to accept and all references to any Lenders Lender in any Credit Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion LenderLender with respect to the Credit Facility. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each an Accordion Agreement relating to with each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the increased Individual Commitments with respect to the Credit Facility arising pursuant to Section 2.2(c2.6(c) and/or 2.6(d). Notwithstanding any other provision hereof with respect to the funding of Loans in accordance with each relevant Lender's Pro Rata Share, the Administrative Agent shall be entitled to reallocate the funding obligations among the relevant Lenders or (d).the outstanding credit under the Credit Facility in order to ensure, to the greatest extent practicable, that after such increase the aggregate amount of credit extended hereunder by each Lender coincides with such Lender's Pro Rata Share of the aggregate amount of credit extended under the Credit Facility by all of the Lenders, provided that no such allocation shall result in the aggregate amount of credit extended hereunder by any Lender exceeding such Lender's Individual Commitment with respect to the Credit Facility. The Administrative Agent may exercise the timing of its discretion to reallocate as aforesaid so as to minimize or eliminate the requirement to break a Term SOFR Rate contract or incur breakage fees in respect of any outstanding Term Benchmark Loan. 51334597.3 Third Amended and Restated Credit Agreement - Equinox
(f) No increase in the Total Commitment Amount amount of the Credit Facility pursuant to an Accordion Notice:
(i) shall be permitted at any time that a Default or Event of Default has occurred and is outstandingcontinuing or if any Default or Event of Default would arise as a result of an increase to the Credit Limit as a result of the exercise of any such Accordion Notice; and
(ii) shall be effective until (i) the Borrowers have brought down the representations and warranties set forth in Section 10.1 hereof pursuant to an officer certificate addressed to the Administrative Agent duly executed by senior officers of the Borrowers and (ii) if required by the Administrative Agent, acting reasonably, each Obligor shall have executed and delivered to the Administrative Agent a confirmation of its Secured Obligations, in form and substance acceptable to the Lenders, acting reasonably, under each Credit Document to which it is a party and acknowledging and confirming that the relevant Accordion Lender benefits from such Credit Documents.
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Accordion Feature. (a) Kinross Canada The Borrower may, by notice to the Administrative Agent (an "ACCORDION NOTICE"“Accordion Notice”), from time to time request that the amount of the Total Commitment Amount Individual Commitments with respect to the Credit Facility be increased by an aggregate amount of up to U.S. $75,000,000 US$250,000,000 (in the aggregate for all Accordion Notices) specifying the Lenders and/or proposed new Lenders that have agreed to accept Individual Commitments with respect to the Credit Facility in the aggregate amount of such requested increase. Promptly following receipt of an Accordion NoticeFor certainty, the Administrative Agent aggregate Individual Commitments under the Credit Facility shall promptly notify the Bullion Fronting Lender and the Issuing Lender and shall request each of the Bullion Fronting Lender and the Issuing Lender to approve such increasenot exceed at any particular time US$1,000,000,000.
(b) Promptly following receipt of an Accordion Notice from the Administrative Agent pursuant to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2.
(c) Upon receipt of a notice pursuant to Section 2.2(b), each Each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its an Individual Commitment with respect to the Credit Facility and setting out the amounts amount of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect theretocommitment. The increase in establishment of that Accordion Lender's ’s Individual Commitment with respect to the Credit Facility shall, subject to Section 2.2(f2.5(e), take place with effect from the first second Banking Day following the date of the delivery of such notice to the Administrative Agent. Upon any such increase the establishment of that Accordion Lender's ’s Individual CommitmentCommitment with respect to the Credit Facility, Schedule A hereto shall be deemed to be amended to increase evidence the Individual Commitment with respect to the Credit Facility of that Accordion Lender by the amount of such increase.
(dc) Any Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their its sole discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent of an Accordion Agreement executed by Kinross Canada the Borrower and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender Agent shall promptly execute and deliver such Accordion Agreement whereupon this agreement Agreement and each other Credit Finance Document shall, subject to Section 2.2(f2.5(e), henceforth be read and construed as if such Accordion Lender were party to this agreement Agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment with respect to the Credit Facility that the Accordion Lender has agreed to accept and all references to any Lenders in any Credit Finance Document shall (to the extent the context so admits) be construed accordingly. Consequent Subsequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada.
(ed) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the increased Individual Commitments with respect to the Credit Facility arising pursuant to Section 2.2(c2.5(b) or and (dc).
(fe) No increase in or establishment of, any Individual Commitment with respect to the Total Commitment Amount Credit Facility shall be permitted at any time that a Default or Event of Default has occurred and is outstanding.
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Sources: Loan Agreement (Yamana Gold Inc)
Accordion Feature. (a) Kinross Canada The Borrower may, by at any time following the HY Effective Date, give notice in writing to the Administrative Agent as provided in this Section 2.6 (an "ACCORDION NOTICE"the “Accordion Notice”), from time to time request requesting that the amount of the Total Commitment Amount RT Credit Limit be increased on a one-time basis by an aggregate amount of up to U.S. $75,000,000 25,000,000 pursuant to such Accordion Notice (such increase, the “Accordion Increase”). The Accordion Notice shall specify, in respect of the proposed Accordion Increase: (i) the aggregate for all amount of the proposed Accordion NoticesIncrease in respect of the RT Facility (which shall be in compliance with the first sentence of this Section 2.6(a)), (ii) specifying each existing Lender being requested by the Lenders and/or proposed new Lenders that have agreed Borrower to accept increase its Individual Commitments Commitment in respect of the RT Facility in the aggregate amount of the requested Accordion Increase (each, an “Accordion Lender” and, collectively, the “Accordion Lenders”) and (iii) each such Accordion Lender’s proposed commitment in respect of the requested increaseAccordion Increase (each, an “Individual Accordion Commitment”). Promptly following receipt of For certainty, no Lender shall in any way be obligated to be an Accordion NoticeLender or participate in the Accordion Increase. The Accordion Notice shall be accompanied by evidence, satisfactory to the Administrative Agent shall promptly notify that the Bullion Fronting Lender Borrower is in compliance with the financial covenants contained in Sections 11.1(m), (n), (o) and (p) on a pro forma basis after giving effect to the Issuing Lender and shall request each of the Bullion Fronting Lender and the Issuing Lender to approve such increaseproposed Accordion Increase.
(b) Promptly following receipt of an the Accordion Notice pursuant to Section 2.6(a), the Administrative Agent shall deliver a copy of same to each Accordion Lender specified therein. Upon receipt of the Accordion Notice from the Administrative Agent pursuant to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2.
(c) Upon receipt of a notice pursuant to Section 2.2(b2.6(b), each Accordion Lender that is an existing Lender specified in the Accordion Notice shall send a confirming letter execute and deliver to the Administrative Agent a confirmation letter (an “Accordion Confirmation”) confirming that it has agreed to increase its Individual Commitment and setting out the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect theretoto the RT Facility in an amount equal to its Individual Accordion Commitment. The increase in that such Accordion Lender's ’s Individual Commitment with respect to the RT Facility and the corresponding increase in the RT Credit Limit shall, subject to Section 2.2(f2.6(d), take place with effect from become effective on the first Banking Day following the date Accordion Effective Date. Effective as of the delivery of such notice to the Administrative Agent. Upon any such increase of that Accordion Lender's Individual Commitment, Effective Date: (i) Schedule A hereto shall be deemed to be automatically amended to increase the Individual Commitment of that such Accordion Lender with respect to the RT Facility by the amount of such increase.
its Individual Accordion Commitment, and (dii) Any any reference to “RT Credit Limit” shall be interpreted and construed as a reference to the RT Credit Limit as increased by the amount of the Accordion Lender that is not an existing Lender must Increase. Such amendments shall be acceptable to each of binding upon the Borrower, the Administrative Agent and all Lenders without the Issuing Lender and the Bullion Fronting Lender acting in their discretion exercised reasonably. Upon delivery to the Administrative Agentrequirement for any further documentation, the Issuing Lender and the Bullion Fronting Lender of an Accordion Agreement executed consents or other action by Kinross Canada and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(f), henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment that the Accordion Lender has agreed to accept and all references to any Lenders in any Credit Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute or on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross CanadaPersons.
(ec) The Administrative Agent shall promptly notify the Borrowers Borrower and the Lenders of the increased Individual Commitments arising and the increased RT Credit Limit after giving effect to the Accordion Increase requested in the Accordion Notice pursuant to this Section 2.2(c2.6. Notwithstanding the provisions of Section 3.2 with respect to the funding of Loans in accordance with each relevant Lender’s Pro Rata Share, the Administrative Agent shall be entitled to reallocate the funding or reimbursement obligations among the relevant Lenders or the outstanding credit under the RT Facility (any such reallocation of outstanding credit to be effected by way of participations) or in order to ensure, to the greatest extent practicable, that after such increase the aggregate amount of credit extended hereunder by each Lender coincides with such Lender’s Pro Rata Share of the aggregate amount of credit extended under the RT Facility by all of the relevant Lenders, provided that no such allocation shall result in the aggregate amount of credit extended hereunder by any Lender under the RT Facility exceeding such Lender’s Individual Commitment with respect to the RT Facility (dafter giving effect to the Accordion Increase).
(fd) No Notwithstanding any other provision of this Section 2.6, no increase in the Total Commitment Amount amount of the RT Facility shall be permitted at any time that a Default or Event of Default has occurred and is outstandingcontinuing and no Lender shall be required to increase its Individual Commitment under the RT Facility without its specific consent (which consent may be arbitrarily withheld). Each of the Borrower, the Administrative Agent and the Lenders hereby agrees that the amendments specified in Section 2.6(b) will be made to give effect to the Accordion Increase requested in the Accordion Notice and will become effective as of the Accordion Effective Date without the requirement for any further documentation, consents or other action by or on behalf of such Person. On and after the Accordion Effective Date, each reference in this agreement to “this agreement”, “hereunder”, “hereof”, or words of like import referring to this agreement, and each reference in any related document to the “Credit Agreement”, “thereunder”, “thereof”, or words of the like import relating to the Credit Agreement, shall mean and be a reference to this agreement as amended by this Section 2.6(d) and as supplemented by any Accordion Confirmation executed and delivered in connection with the Accordion Notice. This agreement shall, from and after the Accordion Effective Date, as amended by this Section 2.6(d), be and continue to be in full force and effect.”
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