Common use of Increase of Commitments Clause in Contracts

Increase of Commitments. (a) If no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time and from time to time request an increase of the aggregate Commitments by notice to the Agent in writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $5,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.17 shall not exceed $75,000,000 without the approval of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority Banks. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitment. If any portion of the increased Commitment is not subscribed for by such Banks, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable.

Increase of Commitments. (a) If no Default, Event of Default or Material Adverse Effect HCLP shall have occurred and be continuing, the Borrower may at any time and right to increase the Commitments from time to time request an pursuant to this Section 2.3 (subject to the restrictions of subsection 2.3(d) below) as long as no Default or Event of Default has occurred and is continuing. In the event that HCLP wishes to increase of the aggregate Commitments by notice to at any time, it shall notify the Administrative Agent in writing, in writing of the amount (the “Offered Increase Amount”) of such proposed increase request, substantially in the form of Exhibit 2.17(a) (such notice, a “Commitment Increase Notice”); provided, however, that (i) each the aggregate amount of any such increase in Commitments shall be at least $5,000,00010,000,000. HCLP may, at its election, (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) the cumulative increase in Commitments pursuant to this Section 2.17 shall not exceed $75,000,000 without the approval of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority Banks. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitment. If any portion of the increased Commitment is not subscribed for by such Banks, the Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), offer to any existing Bank or to one or more additional banks or banks, financial institutions or other entities the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or (c) belowother entities HCLP desires to participate in such Commitment increase. HCLP or, as applicableif requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower Company may at any time and from time to time request an increase of the aggregate Commitments Total Commitment by notice thereof to the Agent in writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) writing (such notice, a “Commitment Increase Notice”); provided, however, that (i) each in an amount not less than $25,000,000 nor more than $300,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be at least $5,000,000allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, (ii) provided, following any such increase, the cumulative increase in Commitments pursuant to this Section 2.17 Acquisition Loan Commitment shall not exceed $75,000,000 without the approval 20% of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority BanksTotal Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Bank Lender the opportunity to subscribe for its pro rata share of the each increased Commitment. If any portion the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is not subscribed for by such Banksthe Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Borrower Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (bSection 5.18(b) or (c) belowSection 5.18(c), as applicable.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower Company may at any time and from time to time request an increase of the aggregate Commitments Total Commitment by notice thereof to the Agent in writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) writing (such notice, a “Commitment Increase Notice”); provided, however, that (i) each in an amount not less than $25,000,000 nor more than $250,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be at least $5,000,000allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, (ii) provided, following any such increase, the cumulative increase in Commitments pursuant to this Section 2.17 Acquisition Loan Commitment shall not exceed $75,000,000 without the approval percentage of the Majority Banks, (iii) the Total Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount in effect as of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority BanksClosing Date. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Bank Lender the opportunity to subscribe for its pro rata share of the each increased Commitment. If any portion the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is not subscribed for by such Banksthe Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Borrower Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (bSection 5.18(b) or (c) belowSection 5.18(c), as applicable.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower Company may at any time and from time to time request an increase of the aggregate Commitments Total Commitment by notice thereof to the Agent in writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) writing (such notice, a “Commitment Increase Notice”); provided, however, that (i) each in an amount not less than $25,000,000 nor more than $400,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be at least $5,000,000allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, (ii) provided, following any such increase, the cumulative increase in Commitments pursuant to this Section 2.17 Total Acquisition Loan Commitment shall not exceed $75,000,000 without the approval 40% of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority BanksTotal Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Bank Lender the opportunity to subscribe for its pro rata share of the each increased Commitment. If any portion the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is not subscribed for by such Banksthe Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Borrower Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (bSection 5.18(b) or (c) belowSection 5.18(c), as applicable.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower Company may at any time and from time to time request an increase of the aggregate Commitments Total Commitment by notice thereof to the Agent in writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) writing (such notice, a “Commitment Increase Notice”); provided, however, that (i) each in an amount not less than $25,000,000 nor more than $250,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be at least $5,000,000allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, (ii) provided, following any such increase, the cumulative increase in Commitments pursuant to this Section 2.17 Acquisition Loan Commitment shall not exceed $75,000,000 without the approval 19% of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority BanksTotal Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Bank Lender the opportunity to subscribe for its pro rata share of the each increased Commitment. If any portion the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is not subscribed for by such Banksthe Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Borrower Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (bSection 5.18(b) or (c) belowSection 5.18(c), as applicable.

Increase of Commitments. (a) If At any time after the date hereof, provided that no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower Company may at any time and from time to time request an increase of the aggregate Commitments by notice thereof to the Agent in writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) writing (such notice, a “"Commitment Increase Notice”"); provided, however, that (i) each in an amount not less than $25,000,000 nor more than $100,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be at least $5,000,000allocated between Floor Plan Loan Commitments and Revolving Credit Loan Commitments as requested by Borrower, (ii) provided, following any such increase, the cumulative increase in Commitments pursuant to this Section 2.17 Revolving Credit Loan Commitment shall not exceed $75,000,000 without the approval twenty percent (20%) of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority BanksTotal Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Bank Lender the opportunity to subscribe for its pro rata share of the each increased Commitment. If any portion the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is not subscribed for by such Banksthe Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Borrower Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (bSection 5.18(b) or (c) belowSection 5.18(c), as applicable.

Increase of Commitments. (a) If At any time on or after the Third Amendment Closing Date, provided that no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower Company may at any time and from time to time request an increase of the aggregate Commitments Total Commitment by notice thereof to the Agent in writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) writing (such notice, a “Commitment Increase Notice”); provided, however, that (i) each in an amount not less than $25,000,000 nor more than $400,000,000600,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be at least $5,000,000allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, (ii) provided, following any such increase, the cumulative increase in Commitments pursuant to this Section 2.17 Total Acquisition Loan Commitment shall not exceed $75,000,000 without the approval 40% of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority BanksTotal Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Bank Lender the opportunity to subscribe for its pro rata share of the each increased Commitment. If any portion the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is not subscribed for by such Banksthe Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Borrower Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (bSection 5.18(b) or (c) belowSection 5.18(c), as applicable.

Increase of Commitments. (a) If At any time after the date hereof, provided that no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower Company may at any time and from time to time request an increase of the aggregate Commitments Total Commitment by notice thereof to the Agent in writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) writing (such notice, a “Commitment Increase Notice”); provided, however, that (i) each in an amount not less than $25,000,000 nor more than $500,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be at least $5,000,000allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, (ii) provided, following any such increase, the cumulative increase in Commitments pursuant to this Section 2.17 Acquisition Loan Commitment shall not exceed $75,000,000 without the approval percentage of the Majority Banks, (iii) the Total Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount in effect as of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority BanksClosing Date. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Bank Lender the opportunity to subscribe for its pro rata share of the each increased Commitment. If any portion the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is not subscribed for by such Banksthe Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Borrower Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (bSection 5.18(b) or (c) belowSection 5.18(c), as applicable.

Increase of Commitments. (a) If At any time after the date hereof, provided that no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower Company may at any time and from time to time request an increase of the aggregate Commitments Total Commitment by notice thereof to the Agent in writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) writing (such notice, a “Commitment Increase Notice”); provided, however, that (i) each in an amount not less than $25,000,000 nor more than $300,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be at least $5,000,000allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, (ii) provided, following any such increase, the cumulative increase in Commitments pursuant to this Section 2.17 Acquisition Loan Commitment shall not exceed $75,000,000 without the approval twenty-five percent (25%) of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority BanksTotal Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Bank Lender the opportunity to subscribe for its pro rata share of the each increased Commitment. If any portion the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is not subscribed for by such Banksthe Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Borrower Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed)Lender, offer to any existing Bank Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (bSection 5.18(b) or (c) belowSection 5.18(c), as applicable.

Increase of Commitments. (a) If At any time after the Closing Date, provided that no Default, Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time and request from time to time request an increase one or more increases of the aggregate Commitments by notice to the Agent in writing, in writing of the amount of each such proposed increase request, substantially in the form of Exhibit 2.17(a) (each such notice, a “"Commitment Increase Notice”"); provided, however, that (i) each such increase shall be at least $5,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.17 shall not exceed $75,000,000 without the approval of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority Banks. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased Commitmentrequested increase in the Commitments, and the Agent shall promptly provide to each Bank a copy of any Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Commitments must deliver written notice of such fact to the Agent. If any portion of the increased Commitment requested increase in the Commitments is not subscribed for by the Banks within such Banks10-day period, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased requested increase in the Commitments pursuant to paragraph Section 2.4 (b) or (c) below, as applicable.;

Increase of Commitments. (a) If At any time, provided that no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower Company may at any time and request from time to time request an increase one or more increases of the aggregate Commitments Aggregate Commitment by notice to the Agent in writing, in writing of the amount of each such proposed increase request, substantially in the form of Exhibit 2.17(a) (each such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $5,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.17 shall not exceed $75,000,000 without the approval of the Majority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority Banks. Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the increased requested increase in the Aggregate Commitment, and the Agent shall promptly provide to each Bank a copy of any Commitment Increase Notice received by the Agent. Within 10 days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Aggregate Commitment must deliver written notice of such fact to the Agent. If any portion of the increased requested increase in the Aggregate Commitment is not subscribed for by the Banks within such Banks10-day period, the Borrower Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank (which consent shall not be unreasonably withheld or delayeddelayed so long as such Person is an Eligible Assignee), offer to any existing Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments requested increase in the Aggregate Commitment pursuant to paragraph Section 2.15 (b) or (c) below, as applicable.;