Accordion for Increase in Syndicated Facility Commitment Sample Clauses

Accordion for Increase in Syndicated Facility Commitment. If, at any time from the date hereof and from time to time on or after the date hereof until the Syndicated Facility Term Out Date, the Total Commitment is less than the Borrowing Base then in effect, the Borrower may, at any such time, add additional financial institutions hereunder as a Lender under the Syndicated Facility or, with the consent of the applicable Lender(s), increase the Syndicated Facility Commitment of such Lender(s) and, in each case, thereby increase the Total Commitment; provided that: (a) at the time of each such increase, no Default or Event of Default has occurred and is continuing, or would result therefrom; (b) the Borrower shall have delivered, and will cause each Material Subsidiary to deliver, as applicable, to the Agent: (i) an Officer's Certificate of the Borrower confirming the accuracy of subparagraph (a) above and confirming (A) its corporate authorization to make each such increase, (B) the truth and accuracy of its representations and warranties contained in this Agreement as of such date, other than any such representations and warranties which expressly speak as of an earlier date, and (C) that no consents, approvals or authorizations from any person are required for each such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at the effective date of each such increase and attaching a certified copy of a directors' resolution of the Borrower authorizing each such increase; (ii) a confirmation and acknowledgement from the Borrower and each Material Subsidiary with respect to its respective Security, in form and substance satisfactory to the Agent, acting reasonably; and (iii) a legal opinion with respect thereto in form and substance satisfactory to the Agent, acting reasonably (and such opinion shall, among other things, opine as to the corporate authorization of the Borrower to effect each such increase); (c) after giving effect to each such increase, the Total Commitment shall not exceed the Borrowing Base then in effect (and, for certainty, a Borrowing Base Shortfall shall not result from such increase); (d) the proceeds of any incremental Drawdowns under the Syndicated Facility which are permitted by each such increase shall only be used in accordance with Section 2.3; (e) the Agent shall have consented to such financial institution becoming a Lender or, in the case of an existing Lender(s), increasing such Lender's Syndicated Facility Commitment, such cons...