Common use of Increase of Commitments Clause in Contracts

Increase of Commitments. (a) HCLP shall have the right to increase the Commitments from time to time 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 the aggregate Commitments at any time, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided, that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. 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) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if 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) HCLP If no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the right to increase the Commitments Borrower may at any time and from time to time pursuant to this Section 2.3 (subject to the restrictions request an increase 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 the aggregate Commitments at any time, it shall notify by notice to the Administrative Agent in writing of writing, in 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 the aggregate amount of any (i) each such increase in Commitments shall be at least $10,000,000. HCLP may, at its election5,000,000, (iii) offer one or more the cumulative increase in Commitments pursuant to this Section 2.17 shall not exceed $75,000,000 without the approval of the Lenders 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 participate in all or a subscribe for its pro rata share of the increased Commitment. If any portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) 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, banks or financial institutions or other entities the opportunity to participate in all or a portion of such unsubscribed portion of the Offered Increase Amount increased Commitments pursuant to paragraph (b) or (c) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offeras applicable.

Increase of Commitments. (a) HCLP shall have At any time after the right to increase the Commitments from time to time pursuant to this Section 2.3 (subject to the restrictions of subsection 2.3(d) below) as long as Closing Date, provided that no Default or Event of Default has shall have occurred and is be continuing. In , the event that HCLP wishes Company may request an increase of the Total Commitment by notice thereof to increase the aggregate Commitments at any time, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); , 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 allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, that the aggregate amount of following any such increase in Commitments increase, the Acquisition Loan Commitment shall not exceed 20% of the Total Commitment. Any such Commitment Increase Notice shall be at least $10,000,000in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. HCLP If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at its electionsuch time a Lender, (i) offer to any existing Lender or to one or more of the Lenders additional banks or financial institutions the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a such unsubscribed portion of the Offered Increase Amount increased Commitments pursuant to paragraph (bSection 5.18(b) below. Each Commitment Increase Notice shall specify which Lenders and/or banksor Section 5.18(c), financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offeras applicable.

Increase of Commitments. (a) HCLP shall have At any time after the right to increase the Commitments from time to time pursuant to this Section 2.3 (subject to the restrictions of subsection 2.3(d) below) as long as Closing Date, provided that no Default or Event of Default has shall have occurred and is be continuing. In , the event that HCLP wishes Company may request an increase of the Total Commitment by notice thereof to increase the aggregate Commitments at any time, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); , 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 allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, that the aggregate amount of following any such increase in Commitments increase, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment. Any such Commitment Increase Notice shall be at least $10,000,000in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. HCLP If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at its electionsuch time a Lender, (i) offer to any existing Lender or to one or more of the Lenders additional banks or financial institutions the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a such unsubscribed portion of the Offered Increase Amount increased Commitments pursuant to paragraph (bSection 5.18(b) below. Each Commitment Increase Notice shall specify which Lenders and/or banksor Section 5.18(c), financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offeras applicable.

Increase of Commitments. (a) HCLP shall have At any time after the right to increase the Commitments from time to time pursuant to this Section 2.3 (subject to the restrictions of subsection 2.3(d) below) as long as Closing Date, provided that no Default or Event of Default has shall have occurred and is be continuing. In , the event that HCLP wishes Company may request an increase of the Total Commitment by notice thereof to increase the aggregate Commitments at any time, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); , 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 allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, that the aggregate amount of following any such increase increase, the Acquisition Loan Commitment shall not exceed the percentage of the Total Commitment in Commitments effect as of the Closing Date. Any such Commitment Increase Notice shall be at least $10,000,000in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. HCLP If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at its electionsuch time a Lender, (i) offer to any existing Lender or to one or more of the Lenders additional banks or financial institutions the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a such unsubscribed portion of the Offered Increase Amount increased Commitments pursuant to paragraph (bSection 5.18(b) below. Each Commitment Increase Notice shall specify which Lenders and/or banksor Section 5.18(c), financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offeras applicable.

Increase of Commitments. (a) HCLP shall have At any time after the right to increase the Commitments from time to time pursuant to this Section 2.3 (subject to the restrictions of subsection 2.3(d) below) as long as Closing Date, provided that no Default or Event of Default has shall have occurred and is be continuing. In , the event that HCLP wishes Company may request an increase of the Total Commitment by notice thereof to increase the aggregate Commitments at any time, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); , 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 allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, that the aggregate amount of following any such increase in Commitments increase, the Acquisition Loan Commitment shall not exceed 19% of the Total Commitment. Any such Commitment Increase Notice shall be at least $10,000,000in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. HCLP If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at its electionsuch time a Lender, (i) offer to any existing Lender or to one or more of the Lenders additional banks or financial institutions the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a such unsubscribed portion of the Offered Increase Amount increased Commitments pursuant to paragraph (bSection 5.18(b) below. Each Commitment Increase Notice shall specify which Lenders and/or banksor Section 5.18(c), financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offeras applicable.

Increase of Commitments. (a) HCLP shall have At any time after the right to increase the Commitments from time to time pursuant to this Section 2.3 (subject to the restrictions of subsection 2.3(d) below) as long as date hereof, provided that no Default or Event of Default has shall have occurred and is be continuing. In , the event that HCLP wishes Company may request an increase of the Total Commitment by notice thereof to increase the aggregate Commitments at any time, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); , 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 allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, that the aggregate amount of following any such increase in Commitments increase, the Acquisition Loan Commitment shall not exceed twenty-five percent (25%) of the Total Commitment. Any such Commitment Increase Notice shall be at least $10,000,000in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. HCLP If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at its electionsuch time a Lender, (i) offer to any existing Lender or to one or more of the Lenders additional banks or financial institutions the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a such unsubscribed portion of the Offered Increase Amount increased Commitments pursuant to paragraph (bSection 5.18(b) below. Each Commitment Increase Notice shall specify which Lenders and/or banksor Section 5.18(c), financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offeras applicable.

Increase of Commitments. (a) HCLP At any time, provided that no Event of Default shall have occurred and be continuing, the right to increase the Commitments Company may request from time to time pursuant to this Section 2.3 (subject one or more increases of the Aggregate Commitment by notice 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 the aggregate Commitments at any time, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of each such proposed increase (each such notice, a “"Commitment Increase Notice”"); provided. Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the requested increase in the Aggregate Commitment, that and the aggregate amount Agent shall promptly provide to each Lender a copy of any such Commitment Increase Notice received by the Agent. Within 10 days after receipt by the Agent of the applicable Commitment Increase Notice, each Lender wishing to subscribe for its pro rata share of the requested increase in Commitments shall be at least $10,000,000the Aggregate Commitment must deliver written notice of such fact to the Agent. HCLP If any portion of the requested increase in the Aggregate Commitment is not subscribed for by the Lenders within such 10-day period, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at its electionsuch time a Lender (which consent shall not be unreasonably withheld or delayed so long as such Person is an Eligible Assignee), (i) offer to any existing Lender or to one or more of the Lenders additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the Offered Increase Amount requested increase in the Aggregate Commitment pursuant to paragraph Section 2.16 (b) or (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)below, offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer.as applicable;

Increase of Commitments. (a) HCLP shall have At any time after the right to increase the Commitments from time to time pursuant to this Section 2.3 (subject to the restrictions of subsection 2.3(d) below) as long as date hereof, provided that no Default or Event of Default has shall have occurred and is be continuing. In , the event that HCLP wishes to Company may request an increase of the aggregate Commitments at any time, it shall notify by notice thereof to the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “"Commitment Increase Notice”"); , 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 allocated between Floor Plan Loan Commitments and Revolving Credit Loan Commitments as requested by Borrower, provided, that the aggregate amount of following any such increase in Commitments increase, the Revolving Credit Loan Commitment shall not exceed twenty percent (20%) of the Total Commitment. Any such Commitment Increase Notice shall be at least $10,000,000in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. HCLP If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at its electionsuch time a Lender, (i) offer to any existing Lender or to one or more of the Lenders additional banks or financial institutions the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a such unsubscribed portion of the Offered Increase Amount increased Commitments pursuant to paragraph (bSection 5.18(b) below. Each Commitment Increase Notice shall specify which Lenders and/or banksor Section 5.18(c), financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offeras applicable.

Increase of Commitments. (a) HCLP shall have At any time after the right to increase the Commitments from time to time pursuant to this Section 2.3 (subject to the restrictions of subsection 2.3(d) below) as long as date hereof, provided that no Default or Event of Default has shall have occurred and is be continuing. In , the event that HCLP wishes Company may request an increase of the Total Commitment by notice thereof to increase the aggregate Commitments at any time, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); , 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 allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, that the aggregate amount of following any such increase increase, the Acquisition Loan Commitment shall not exceed the percentage of the Total Commitment in Commitments effect as of the Closing Date. Any such Commitment Increase Notice shall be at least $10,000,000in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. HCLP If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at its electionsuch time a Lender, (i) offer to any existing Lender or to one or more of the Lenders additional banks or financial institutions the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a such unsubscribed portion of the Offered Increase Amount increased Commitments pursuant to paragraph (bSection 5.18(b) below. Each Commitment Increase Notice shall specify which Lenders and/or banksor Section 5.18(c), financial institutions or other entities HCLP desires to participate in such Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offeras applicable.