Common use of Extensions of Commitments Clause in Contracts

Extensions of Commitments. (a) So long as no Amortization Event has occurred and is continuing, HVF may request, through the Administrative Agent, that each Funding Agent, for the account of the related Investor Group, consents to an extension of the Series 2009-1 Commitment Termination Date for such period as HVF may specify (the “Extension Length”), which decision will be made by each Funding Agent, for the account of the related Investor Group, in its sole discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser in its Investor Group thereof. Not later than the first Business Day following the 45th day after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser shall notify HVF and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does not expressly notify HVF and the Administrative Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending Purchaser. If a Committed Note Purchaser or a Conduit Investor has agreed to extend its Series 2009-1 Commitment Termination Date, and, at the end of the applicable Election Period no Amortization Event shall be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect shall be extended to the date which is the last day of the Extension Length (which shall begin running on the day after its then-current Series 2009-1 Commitment Termination Date).

Extensions of Commitments. (a) So long as no Amortization Event has occurred and is continuingNeither more than 120 days nor fewer than 60 days prior to any Commitment Termination Date, HVF the Borrower may request, through request in writing to the related Agent on behalf of its related Lender Group (with a copy to the Administrative Agent), that each Funding Agent, for the account of the related Investor Group, consents to an extension of the Series 2009-1 Committed Lender extend its Commitment Termination Date for such an additional 364-day period as HVF may specify (the “Extension Length”)herein provided, which decision request will be made granted or denied by each Funding Agent, for the account of the related Investor Group, Lender Group in its sole discretion. Upon receipt of any such request, the Administrative related Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser Lender in its Investor Group thereofLender Group. Not later than On or before the first Business Day following last day of the 45th day after such request for an extension (such periodElection Period, the “Election Period”), each related Committed Note Purchaser shall notify HVF and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor Lender shall notify the Funding Agent for its Investor Lender Group of its willingness or refusal to consent so extend its Commitment Termination Date; provided, that the failure of any Committed Lender to respond prior to the last day of the Election Period shall be deemed to be its refusal to so extend the Commitment Termination Date. The Agent for such extension, and such Funding Agent Lender Group shall notify HVF the Borrower and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or the Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does Lender not expressly notify HVF and later than the Administrative Agent that it is willing to consent to an extension Business Day following the last day of the Series 2009-1 Commitment Termination Date during the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending PurchaserPeriod. If (i) the Committed Lender in a Committed Note Purchaser or a Conduit Investor Lender Group has agreed to extend its Series 2009-1 the related Commitment Termination Date, and, at the end Date and (ii) as of the applicable Election Period Commitment Termination Date then in effect, no Amortization Termination Event shall have occurred and be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall be extended to the date which is 364 days following the last Commitment Termination Date then in effect or, if such day is not a Business Day, the next preceding Business Day (or to any other date as agreed upon by the Borrower and each Committed Lender). (b) Within two Business Days following the end of an Election Period, the Agent for each Lender Group shall notify each other Lender in such Lender Group, the Administrative Agent and the Borrower of the Extension Length identity of any Non-Extending Lender and the amount of its Commitment. The Administrative Agent and the Borrower may (which but shall begin running not be required to) request one or more other Committed Lenders to acquire all or a portion of the Commitment of the Non-Extending Lender and all amounts payable to it hereunder in accordance with Article Eleven on or prior to the day after its then-current Series 2009-1 related Commitment Termination Date).Date of such Non-

Extensions of Commitments. (a) So long as no Amortization Termination Event or Unmatured Termination Event has occurred and is continuingoccurred, HVF may requestthe Borrower may, through from time to time prior to the Administrative Agentapplicable Commitment Termination Date, request in writing that each Funding Agent, Lender Group extend its Commitment Termination Date for an additional period following the account of the related Investor Group, consents to an extension of the Series 2009-1 then applicable Commitment Termination Date for such period as HVF may specify (the “Extension Length”)Lender Group, which decision request will be made granted or denied by each Funding Agent, the Lender Group Agent for such Lender Group in its sole discretion and which additional period shall be on such terms as the account Borrower and the Lender Group Agent for such Lender Group may agree. On or before the last day of the related Investor Group, in its sole discretion. Upon receipt of any such requestElection Period, the Administrative Lender Group Agent shall promptly notify for each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser in its Investor Lender Group thereof. Not later than the first Business Day following the 45th day after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser shall notify HVF and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and the Administrative Agent Borrower of such willingness or refusal by each to so extend such Conduit Investor (any Lender Group’s Commitment Termination Date. If the Lender Group Agent for a Lender Group fails to notify the Borrower of such Conduit Investor willingness or Committed Note Purchaser which refuses refusal prior to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does not expressly notify HVF and the Administrative Agent that it is willing to consent to an extension end of the Series 2009-1 Commitment Termination Date during the applicable related Election Period and each Conduit Investor which does not expressly notify Period, such Funding Lender Group Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period shall will be deemed to be a Non-Extending Purchaserhave refused to extend such Lender Group’s Commitment Termination Date. If (i) a Committed Note Purchaser or a Conduit Investor Lender Group Agent has agreed to extend its Series 2009-1 the Commitment Termination DateDate for its Lender Group and (ii) prior to the Commitment Termination Date in effect before such extension, and, at the end of the applicable Election Period no Amortization Termination Event or Unmatured Termination Event shall have occurred and be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect for such Lender Group shall be extended to the date which is agreed to in writing between the last day Borrower and such Lender Group Agent. The Borrower shall provide the Administrative Agent and each Hedge Counterparty with written notice of the Extension Length (which shall begin running on the day after its then-current Series 2009-1 new Commitment Termination Date)Date for such extending Lender Group.

Extensions of Commitments. (a) So long as no Amortization Event has occurred and is continuingNot less than 45 days nor more than 60 days prior to the Termination Date then in effect, HVF the Company may request, through advise the Administrative Agent, that each Funding Agent, for Agent in writing of its desire to extend the account of the related Investor Group, consents to an extension of the Series 2009-1 Commitment Termination Date for such period as HVF may specify (an additional 364 days from the “Extension Length”), which decision will be made by each Funding Agent, for the account of the related Investor Group, Termination Date then in its sole discretion. Upon receipt of any such request, effect and the Administrative Agent shall promptly notify the Lenders of each Funding Agent thereof who such request. Each Lender shall notify each Conduit Investor, if any, and each Committed Note Purchaser in its Investor Group thereof. Not later than the first Business Day following the 45th day after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser shall notify HVF and the Administrative Agent in writing not later than 30 days before the Termination Date then in effect whether such Lender agrees to the requested extension. No Lender shall be under any obligation or commitment to extend such date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section (it being understood that any Lender may accept or decline such a request in its willingness or refusal sole discretion and on such terms as such Lender may elect). Failure on the part of any Lender to consent respond to such extension and each Conduit Investor shall notify a request by the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does not expressly notify HVF and the Administrative Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period required date set forth above shall be deemed to be a denial of such request by such Lender. The requested extension shall not be granted unless Lenders holding Commitments aggregating at least 80% of the aggregate Commitments in effect at such time shall have consented in writing to such extension. If Lenders holding 100% of the aggregate Commitments consent to such extension, the Termination Date will be automatically extended for an additional 364 day period. If Lenders holding Commitments aggregating less than 100%, but equal to or greater than 80%, of the aggregate Commitments consent to such extension, the Company may elect by written notice to the Administrative Agent prior to the current Termination Date to (i) rescind the original request, in which case there shall be no extension of the Termination Date pursuant to this Section (it being understood that the Company may elect to exercise the Term Credit option in accordance with the terms and conditions of Section 2.3 hereof), (ii) continue the credit facilities provided for herein for such additional period with respect to the Commitments of the consent Lenders, with the Commitment of any Lender who has not consented to such extension (herein, a "Non-Extending PurchaserConsenting Lender") to be terminated on the current Termination Date currently in effect (at which time all Obligations of such Non-Consenting Lender shall be paid and satisfied in full by the Company), or (iii) require any such Non-Consenting Lender to transfer and assign its Commitment and its other interests, rights, and obligations under the Loan Documents to another bank or financial institution willing to provide such extended financing in accordance with Section 4.12 hereof. If a Committed Note Purchaser or a Conduit Investor The Administrative Agent shall provide prompt notice to the Company and the Lenders in writing as to whether the requested extension has agreed to extend its Series 2009-1 Commitment Termination Date, been granted and, at if applicable, the end list of Non-Consenting Lenders. In the applicable Election Period no Amortization Event event the Administrative Agent requests, the Company and the Lenders shall execute and deliver such documents as the Administrative Agent may deem necessary or appropriate to reflect any such extension, and all costs and expenses incurred by the Administrative Agent in connection therewith shall be continuing, paid by the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect shall be extended to the date which is the last day of the Extension Length (which shall begin running on the day after its then-current Series 2009-1 Commitment Termination Date)Company.

Extensions of Commitments. (a) So long as no Amortization Termination Event has occurred and is continuingoccurred, HVF the Borrower may requestrequest in writing, before the Commitment Proposed Extension Date, through the Agents (with a copy to the Administrative Agent), that each Funding Agent, for the account of the related Investor Group, consents to an extension of the Series 2009-1 Committed Lender and Liquidity Provider extend its Commitment Termination Date for such an additional 364-day period as HVF may specify (the “Extension Length”)herein provided, which decision will request may be made granted or denied by each Funding Agent, for the account of the related Investor Group, Committed Lender and Liquidity Provider in its sole discretion. Upon receipt of any such request, the Administrative each Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit InvestorCommitted Lender and Liquidity Provider in its Lender Group. On or before the last day of the Election Period, if any, and 50 300213599v4 each Committed Note Purchaser in its Investor Group thereof. Not later than the first Business Day following the 45th day after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser shall notify HVF Lender and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor Liquidity Provider shall notify the Funding Agent for its Investor Lender Group of its willingness or refusal to consent so extend its Commitment Termination Date, provided that the failure of any Committed Lender or Liquidity Provider to such extensiontimely respond shall be deemed to be its refusal to so extend, and such Funding Agent shall notify HVF the Borrower and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or the Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”)Lenders and Liquidity Providers not later than the Business Day following the last day of the Election Period. Any Committed Note Purchaser which does not expressly notify HVF and the Administrative Agent that it is willing to No Liquidity Provider may consent to an extension of the Series 2009-1 its Commitment Termination Date during without the applicable Election Period and consent of each Conduit Investor Lender, if any, for which does not expressly notify such Funding Agent that it is willing acts as a Liquidity Provider. If (i) one or more Committed Lenders or Liquidity Providers have agreed to consent to an extension of extend the Series 2009-1 Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending Purchaser. If a Committed Note Purchaser or a Conduit Investor has agreed to extend its Series 2009-1 Commitment Termination Date, and, and (ii) at the end of the applicable Election Period Period, no Amortization Termination Event shall have occurred and be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect for each such Committed Lender and Liquidity Provider shall be extended to the date which is 364 days following the last day of the Extension Length Election Period or, if such day is not a Business Day, the next preceding Business Day (which shall begin running on or any other date as agreed upon by the day Borrower and each Committed Lender and Liquidity Provider); provided, that if not all Committed Lenders and Liquidity Providers have agreed to such extension, the Borrower may elect, by notice to each Agent (with a copy to the Administrative Agent) delivered not later than five Business Days after its then-current Series 2009-1 Commitment Termination Date)the end of the Election Period, not to have such extension become effective.

Extensions of Commitments. (a) So long as no Amortization Event has occurred and is continuingBEC may, HVF may request, through by written notice to the Administrative Agent, request that each Funding AgentRevolving Commitments and/or L/C Commitments and/or Advances under any Facility be extended to a date beyond the then-existing Revolving Facility Maturity Date, for the account of the related Investor GroupSwingline Maturity Date or Term Facility Maturity Date, consents to an extension of the Series 2009-1 Commitment Termination Date for such period as HVF may specify (the “Extension Length”), which decision will be made by each Funding Agent, for the account of the related Investor Group, in its sole discretionapplicable. Upon the receipt of any such requestrequest by the Administrative Agent, the Administrative Agent shall promptly notify deliver a copy thereof to each Funding Agent thereof who Appropriate Lender. Such notice shall notify each Conduit Investorset forth the newly proposed Revolving Facility Maturity Date, if anySwingline Maturity Date and/or Term Facility Maturity Date and the date on which such extension is requested to become effective (which shall be not less than 15 Business Days nor more than 90 days after the date of such notice and which, in any event, must be on or prior to the then-existing Revolving Facility Maturity Date, Swingline Maturity Date and/or Term Facility Maturity Date, as applicable), and shall offer each Committed Note Purchaser in such Appropriate Lender the opportunity to extend its Investor Group thereofRevolving Commitment and/or L/C Commitment and/or Advances under such Facility. Not later than Each such Appropriate Lender shall, by notice to the first Business Day following the 45th day after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser shall notify HVF Borrowers and the Administrative Agent given not more than 15 days after the date of its willingness or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and the Administrative Agent of Agent’s notice, either agree to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such willingness or refusal by Facility (each such Conduit Investor Lender so agreeing being an “Extending Lender”) or decline to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such Facility (and any such Conduit Investor Lender that does not deliver such a notice within such period of 15 days shall be deemed to have declined to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such Facility) (each such Lender so declining or Committed Note Purchaser which refuses being deemed to consent to such extension, have declined being a “Non-Extending PurchaserLender”). Any Committed Note Purchaser which does not expressly notify HVF and In the event that, on the 15th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this clause (a), the Extending Lenders shall have agreed pursuant to the preceding sentence to extend their Revolving Commitments and/or L/C Commitments and/or Advances under such Facility by an aggregate amount less than the amount requested by BEC to be extended, the Borrowers may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Extending Lender”), which may include any Lender, to provide Revolving Commitments and/or L/C Commitments in an aggregate amount equal to the unsubscribed amount; provided that it is willing each Augmenting Extending Lender shall be subject to consent to an extension the prior written approval of the Series 2009-1 Commitment Termination Date during Administrative Agent and any affected Issuing Bank to the applicable Election Period extent that such Augmenting Extending Lender proposes to provide a revolving facility that includes letters of credit (which approval shall not be unreasonably withheld or delayed), and the Borrowers and each Conduit Investor which does not expressly notify Augmenting Extending Lender shall execute all such Funding documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or L/C Commitment and/or its status as a Lender hereunder. Any such extension may be made in an amount that it is willing to consent to an extension of less than the Series 2009-1 Commitment Termination Date during amount requested by the applicable Election Period shall be deemed Borrowers to be a Non-extended if the Borrowers are unable to arrange for, or chooses not to arrange for, Augmenting Extending Purchaser. If a Committed Note Purchaser or a Conduit Investor has agreed to extend its Series 2009-1 Commitment Termination Date, and, at Lenders but in no event shall any such extension be made in an amount that exceeds the end of Revolving Commitments and/or L/C Commitments and/or Advances under the applicable Election Period no Amortization Event shall be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect shall be extended to the date which is the last day of the Extension Length (which shall begin running on the day after its then-current Series 2009-1 Commitment Termination Date)relevant Facility.

Extensions of Commitments. (a) So long as no Amortization Event has occurred and is continuingNeither more than 120 days nor fewer than 60 days prior to any Commitment Termination Date, HVF the Borrower may request, through request in writing to the related Agent on behalf of its related Lender Group (with a copy to the Administrative Agent), that each Funding Agent, for the account of the related Investor Group, consents to an extension of the Series 2009-1 Committed Lender extend its Commitment Termination Date for such an additional 364-day period as HVF may specify (the “Extension Length”)herein provided, which decision request will be made granted or denied by each Funding Agent, for the account of the related Investor Group, Lender Group in its sole discretion. Upon receipt of any such request, the Administrative related Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser Lender in its Investor Group thereofLender Group. Not later than On or before the first Business Day following last day of the 45th day after such request for an extension (such periodElection Period, the “Election Period”), each related Committed Note Purchaser shall notify HVF and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor Lender shall notify the Funding Agent for its Investor Lender Group of its willingness or refusal to consent so extend its Commitment Termination Date; provided, that the failure of any Committed Lender to respond prior to the last day of the Election Period shall be deemed to be its refusal to so extend the Commitment Termination Date. The Agent for such extension, and such Funding Agent Lender Group shall notify HVF the Borrower and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or the Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does Lender not expressly notify HVF and later than the Administrative Agent that it is willing to consent to an extension Business Day following the last day of the Series 2009-1 Commitment Termination Date during the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending PurchaserPeriod. If (i) the Committed Lender in a Committed Note Purchaser or a Conduit Investor Lender Group has agreed to extend its Series 2009-1 the related Commitment Termination Date, and, at the end Date and (ii) as of the applicable Election Period Commitment Termination Date then in effect, no Amortization Termination Event shall have occurred and be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall be extended to the date which is 364 days following the last day of the Extension Length (which shall begin running on the day after its then-current Series 2009-1 Commitment Termination DateDate then in effect or, if such day is not a Business Day, the next preceding Business Day (or to any other date as agreed upon by the Borrower and each Committed Lender).

Extensions of Commitments. (a) So long as no Amortization Event has occurred and is continuingNeither more than 120 days nor fewer than 60 days prior to any Commitment Termination Date, HVF the Borrower may request, through request in writing to the related Agent on behalf of its related Lender Group (with a copy to the Administrative Agent), that each Funding Agent, for the account of the related Investor Group, consents to an extension of the Series 2009-1 Committed Lender extend its Commitment Termination Date for such an additional 364-day period as HVF may specify (the “Extension Length”)herein provided, which decision request will be made granted or denied by each Funding Agent, for the account of the related Investor Group, Lender Group in its sole discretion. Upon receipt of any such request, the Administrative related Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser Lender in its Investor Group thereofLender Group. Not later than On or before the first Business Day following last day of the 45th day after such request for an extension (such periodElection Period, the “Election Period”), each related Committed Note Purchaser shall notify HVF and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor Lender shall notify the Funding Agent for its Investor Lender Group of its willingness or refusal to consent so extend its Commitment Termination Date; provided, that the failure of any Committed Lender to respond prior to the last day of the Election Period shall be deemed to be its refusal to so extend the Commitment Termination Date. The Agent for such extension, and such Funding Agent Lender Group shall notify HVF the Borrower and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or the Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does Lender not expressly notify HVF and later than the Administrative Agent that it is willing to consent to an extension Business Day following the last day of the Series 2009-1 Commitment Termination Date during the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending PurchaserPeriod. If (i) the Committed Lender in a Committed Note Purchaser or a Conduit Investor Lender Group has agreed to extend its Series 2009-1 the related Commitment Termination Date, and, at the end Date and (ii) as of the applicable Election Period Commitment Termination Date then in effect, no Amortization Termination Event shall have occurred and be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall be extended to the date which is 364 days following the last Commitment Termination Date then in effect or, if such day is not a Business Day, the next preceding Business Day (or to any other date as agreed upon by the Borrower and each Committed Lender). (b) Within two Business Days following the end of an Election Period, the Agent for each Lender Group shall notify each other Lender in such Lender Group, the Administrative Agent and the Borrower of the Extension Length identity of any Non-Extending Lender and the amount of its Commitment. The Administrative Agent and the Borrower may (which but shall begin running on the day after its then-current Series 2009-1 Commitment Termination Date).not be required to) 53

Extensions of Commitments. (a) So long as no Amortization Termination Event has occurred and is continuingoccurred, HVF the Borrower may requestrequest in writing, before the Commitment Proposed Extension Date, through the Administrative Agent, that each Funding Agent, for the account of the related Investor Group, consents to an extension of the Series 2009-1 Committed Lender extend its Commitment Termination Date for such an additional 180-day period as HVF may specify (the “Extension Length”)herein provided, which decision will request may be made granted or denied by each Funding Agent, for the account of the related Investor Group, Committed Lender in its sole discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser in its Investor Group thereofLender. Not later than On or before the first Business Day following last day of the 45th day after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser Lender shall notify HVF and the Administrative Agent of its willingness or refusal to consent so extend its Commitment Termination Date, provided that the failure of any Committed Lender to such extension and each Conduit Investor timely respond shall notify the Funding Agent for be deemed to be its Investor Group of its willingness or refusal to consent to such extensionso extend, and such Funding Agent shall notify HVF and the Administrative Agent shall notify the Borrower of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or the Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does Lenders not expressly notify HVF and later than the Administrative Agent that it is willing to consent to an extension Business Day following the last day of the Series 2009-1 Election Period. If (i) one or more Committed Lenders have agreed to extend the Commitment Termination Date during the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending Purchaser. If a Committed Note Purchaser or a Conduit Investor has agreed to extend its Series 2009-1 Commitment Termination Date, and, (ii) at the end of the applicable Election Period Period, no Amortization Termination Event shall have occurred and be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect for each such Committed Lender shall be extended to the date which is 180 days following the last day of the Extension Length Election Period or, if such day is not a Business Day, the next preceding Business Day (which shall begin running on or any other date as agreed upon by the day Borrower and each Committed Lender); provided, that if not all Committed Lenders, the Borrower may elect, by notice to the Administrative Agent, delivered not later than five Business Days after its then-current Series 2009-1 Commitment Termination Date)the end of the Election Period, not to have such extension become effective.

Extensions of Commitments. (a) So long as no Amortization Event Commitment Termination Date has occurred and is continuingoccurred, HVF the Borrower may requestrequest in writing, through before the Commitment Proposed Extension Date, to each Committed Lender (with a copy to the Administrative Agent), that each Funding Agent, for the account of the related Investor Group, consents to an extension of the Series 2009-1 Committed Lender extend its Commitment Termination Date for such up to an additional 728-day period as HVF may specify (the “Extension Length”)herein provided, which decision will request may be made granted or denied by each Funding Agent, for the account of the related Investor Group, Committed Lender in its sole discretion. Upon receipt On or before the last day of any such request, the Administrative Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser in its Investor Group thereof. Not later than the first Business Day following the 45th day after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser Lender shall notify HVF the Borrower and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for so extend its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does not expressly notify HVF and the Administrative Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during Date, provided that the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing failure of any Committed Lender to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period timely respond shall be deemed to be a Non-Extending Purchaserits refusal to so extend. If a (i) one or more Committed Note Purchaser or a Conduit Investor has Lenders have agreed to extend its Series 2009-1 the Commitment Termination Date, and, Date and (ii) at the end of the applicable Election Period Period, no Amortization Event Commitment Termination Date shall have occurred and be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect for each such Committed Lender shall be extended to the date which agreed upon by the Administrative Agent and each such Committed Lender or, if such day is not a Business Day, the last day next preceding Business Day (or any other date as agreed upon by the Borrower and each Committed Lender); provided, that if not all Committed Lenders agree to such extension, the Borrower may elect, by notice to the Administrative Agent and the Committed Lenders, delivered not later than five Business Days after the end of the Extension Length (which shall begin running on the day after its then-current Series 2009-1 Commitment Termination Date)Election Period, not to have such extension become effective.

Extensions of Commitments. (a) So long as no Amortization Event has occurred and is continuing, HVF may request, through the Administrative Agent, that each Funding Agent, for the account of the related Investor Group, consents to an extension of the Series 20092010-1 2 Commitment Termination Date for such period as HVF may specify (the “Extension Length”), which decision will be made by each Funding Agent, for the account of the related Investor Group, in its sole discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser in its Investor Group thereof. Not later than the first Business Day following the 45th day after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser shall notify HVF and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does not expressly notify HVF and the Administrative Agent that it is willing to consent to an extension of the Series 20092010-1 2 Commitment Termination Date during the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 20092010-1 2 Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending Purchaser. If a Committed Note Purchaser or a Conduit Investor has agreed to extend its Series 20092010-1 2 Commitment Termination Date, and, at the end of the applicable Election Period no Series 2010-2 Amortization Event shall be continuing, the Series 20092010-1 2 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect shall be extended to the date which is the last day of the Extension Length (which shall begin running on the day after its then-then current Series 20092010-1 2 Commitment Termination Date).

Extensions of Commitments. (a) So long as no Amortization Event has occurred and is continuingThe Borrower may, HVF may request, through by written notice to the Administrative Agent, request that each Funding AgentRevolving Commitments and/or L/C Commitments and/or Advances under any Facility be extended to a date beyond the then existing Revolving Facility Maturity Date or Term B Facility Maturity Date, for the account of the related Investor Group, consents to an extension of the Series 2009-1 Commitment Termination Date for such period as HVF may specify (the “Extension Length”), which decision will be made by each Funding Agent, for the account of the related Investor Group, in its sole discretionapplicable. Upon the receipt of any such requestrequest by the Administrative Agent, the Administrative Agent shall promptly notify deliver a copy thereof to each Funding Appropriate Lender. Such notice shall set forth the newly proposed Revolving Facility Maturity Date and/or Term B Facility Maturity Date and the date on which such extension is requested to become effective (which shall be not less than 15 Business Days (or such shorter period as the Administrative Agent thereof who shall notify each Conduit Investormay agree) and which, if anyin any event, must be on or prior to the then existing Revolving Facility Maturity Date and/or Term B Facility Maturity Date, as applicable), and shall offer each Committed Note Purchaser in such Appropriate Lender the opportunity to extend its Investor Group thereofRevolving Commitment and/or L/C Commitment and/or Advances under such Facility. Not later than Each such Appropriate Lender shall, by notice to the first Business Day following the 45th day after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser shall notify HVF Borrower and the Administrative Agent of its willingness given not more than 15 days (or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and shorter period as the Administrative Agent may agree) after the date of the Administrative Agent’s notice, either agree to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such willingness or refusal by Facility (each such Conduit Investor Lender so agreeing being an “Extending Lender”) or decline to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such Facility (and any such Conduit Investor Lender that does not deliver such a notice within such period of 15 days (or Committed Note Purchaser which refuses such shorter period) shall be deemed to consent have declined to extend its Revolving Commitment and/or L/C Commitment and/or Advances under such extension, Facility) (each such Lender so declining or being deemed to have declined being a “Non-Extending PurchaserLender”). Any Committed Note Purchaser which does not expressly notify HVF and In the event that, on the 15th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this clause (a), the Extending Lenders shall have agreed pursuant to the preceding sentence to extend their Revolving Commitments and/or L/C Commitments and/or Advances under such Facility by an aggregate amount less than the amount requested by the Borrower to be extended, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Extending Lender”), which may include any Lender, to provide Revolving Commitments and/or L/C Commitments and/or Advances in an aggregate amount equal to the unsubscribed amount; provided that it is willing each Augmenting Extending Lender shall be subject to consent to an extension the prior written approval of the Series 2009-1 Commitment Termination Date during Administrative Agent and any affected Issuing Bank to the applicable Election Period extent that such Augmenting Extending Lender proposes to provide a revolving facility that includes letters of credit (which approval shall not be unreasonably withheld or delayed), and the Borrower and each Conduit Investor which does not expressly notify Augmenting Extending Lender shall execute all such Funding documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or L/C Commitment and/or Advances and/or its status as a Lender hereunder. Any such extension may be made in an amount that it is willing to consent to an extension of less than the Series 2009-1 Commitment Termination Date during amount requested by the applicable Election Period shall be deemed Borrower to be a Non-extended if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Extending Purchaser. If a Committed Note Purchaser or a Conduit Investor has agreed to extend its Series 2009-1 Commitment Termination Date, and, at Lenders but in no event shall any such extension be made in an amount that exceeds the end of Revolving Commitments and/or L/C Commitments and/or Advances under the applicable Election Period no Amortization Event shall be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect shall be extended to the date which is the last day of the Extension Length (which shall begin running on the day after its then-current Series 2009-1 Commitment Termination Date)relevant Facility.

Extensions of Commitments. (aa)The Borrowers may from time to time, pursuant to the provisions of this Section 2.28 and with the consent of the Required Lenders, agree with one or more Revolving Lenders to extend by one year the termination date of the Revolving Commitments or any portion thereof (each such modification, an “Extension”) So long as pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Revolving Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Revolving Lender. The Borrowers shall not request more than two Extensions; the first Extension may be not be requested earlier than a date that is more than four years prior to the Facility Termination Date and the second Extension may be not be requested earlier than a date that is more than four years prior to the then Extended Termination Date. In connection with each Extension, the Borrowers will provide notification to the Administrative Agent (for distribution to the Lenders), no Amortization Event has occurred later than thirty (30) days prior to the Facility Termination Date of the requested new termination date for the extended Revolving Commitments (each an “Extended Termination Date”) and is continuingthe due date for Lender responses. In connection with any Extension, HVF may requesteach Lender wishing to participate in such Extension shall, through prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent, . Any Lender that each Funding Agent, for the account of the related Investor Group, consents does not respond to an extension Extension Offer by the applicable due date shall be deemed to have rejected such Extension. The Outstanding Revolving Credit Exposure of any Lender that rejects an Extension shall be paid in full by the Series 2009-1 Commitment Borrowers (i) as to any Outstanding Revolving Credit Exposure for which there has been no prior Extension, on the Facility Termination Date, (ii) as to Outstanding Revolving Credit Exposure for which there shall have been a previous Extension, on the existing Extended Termination Date for such period as HVF may specify Outstanding Revolving Credit Exposure. The Borrowers shall not make any Extension Offer if (the “Extension Length”), which decision will be made by each Funding Agent, for the account i) any Default or Event of the related Investor Group, in its sole discretion. Upon receipt of any such request, the Administrative Agent Default shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, have occurred and each Committed Note Purchaser in its Investor Group thereof. Not later than the first Business Day following the 45th day after such request for an extension (such period, the “Election Period”), each Committed Note Purchaser shall notify HVF and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor shall notify the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does not expressly notify HVF and the Administrative Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending Purchaser. If a Committed Note Purchaser or a Conduit Investor has agreed to extend its Series 2009-1 Commitment Termination Date, and, at the end of the applicable Election Period no Amortization Event shall be continuing, or (ii) there shall have occurred since the Series 2009-1 Commitment Termination Effective Date for such Committed Note Purchaser a change in the business, Property, liabilities (actual and contingent), operations, condition (financial or Conduit Investor then in effect shall be extended to the date which is the last day otherwise), results of operations or prospects of the Extension Length (Company and its Subsidiaries taken as a whole, which shall begin running on the day after its then-current Series 2009-1 Commitment Termination Date)could reasonably be expected to have a Material Adverse Effect.

Extensions of Commitments. (a) So long as no Amortization Event has occurred and is continuingNot less than 45 days nor more than 60 days prior to each anniversary of the date hereof, HVF the Company may request, through advise the Administrative Agent, that each Funding Agent, for Agent in writing of its desire to extend the account of the related Investor Group, consents to an extension of the Series 2009-1 Commitment Termination Date for such period as HVF may specify (the “Extension Length”), which decision will be made by each Funding Agent, for the account of the related Investor Group, in its sole discretion. Upon receipt of any such request, an additional 12 months and the Administrative Agent shall promptly notify the Lenders of each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser in its Investor Group thereof. Not later such request; provided not more than the first Business Day following the 45th day after one such request for an the extension (such period, of the “Election Period”), each Committed Note Purchaser Termination Date may be made in any one calendar year. The Lenders shall notify HVF and the Administrative Agent in writing not later than 30 days before the anniversary date hereof following such request whether such Lender agrees to the requested extension. No Lender shall be under any obligation or commitment to extend such date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section (it being understood that any Lender may accept or decline such a request in its willingness or refusal sole discretion and on such terms as such Lender may elect). Failure on the part of any Lender to consent respond to such extension and each Conduit Investor shall notify a request by the Funding Agent for its Investor Group of its willingness or refusal to consent to such extension, and such Funding Agent shall notify HVF and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does not expressly notify HVF and the Administrative Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period required date set forth above shall be deemed to be a denial of such request by such Lender. The requested extension shall not be granted unless Lenders holding Commitments aggregating at least 80% of the aggregate Commitments in effect at such time shall have consented in writing to such extension. If Lenders holding 100% of the aggregate Commitments consent to such extension, the Termination Date will be automatically extended for an additional 12 months. If Lenders holding Commitments aggregating less than 100%, but equal to or greater than 80%, of the aggregate Commitments consent to such extension, the Company may elect by written notice to the Administrative Agent prior to the anniversary date hereof following the original request to (i) rescind the original request, in which case there shall be no extension of the Termination Date pursuant to this Section, (ii) continue the credit facilities provided for herein for such additional period with respect to the Commitments of the consenting Lenders, with the Commitment of any Lender who has not consented to such extension (herein a "Non-Extending PurchaserConsenting Lender") to be terminated on such anniversary date (at which time all Obligations of such Non-Consenting Lender shall be paid and satisfied in full by the Company) or (iii) require any such Non-Consenting Lender to transfer and assign its Commitment and its other interests, rights, and obligations under the Loan Documents to another bank or financial institution willing to provide such extended financing in accordance with Section 4.13 hereof. If a Committed Note Purchaser or a Conduit Investor The Administrative Agent shall provide prompt notice to the Company and the Lenders in writing as to whether the requested extension has agreed to extend its Series 2009-1 Commitment Termination Date, been granted and, at if applicable, the end list of Non-Consenting Lenders. In the applicable Election Period no Amortization Event event the Administrative Agent requests, the Company and the Lenders shall execute and deliver such documents as the Administrative Agent may deem necessary or appropriate to relect any such extension, and all costs and expenses incurred by the Administrative Agent in connection therewith shall be continuing, paid by the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect shall be extended to the date which is the last day of the Extension Length (which shall begin running on the day after its then-current Series 2009-1 Commitment Termination Date)Company.

Extensions of Commitments. (a) So long as no Amortization Event has occurred and is continuingNeither more than 120 days nor fewer than 60 days prior to any Commitment Termination Date, HVF the Borrower may request, through request in writing to the related Agent on behalf of its related Lender Group (with a copy to the Administrative Agent), that each Funding Agent, for the account of the related Investor Group, consents to an extension of the Series 2009-1 Committed Lender extend its Commitment Termination Date for such an additional 364-day period as HVF may specify (the “Extension Length”)herein provided, which decision request will be made granted or denied by each Funding Agent, for the account of the related Investor Group, Lender Group in its sole discretion. Upon receipt of any such request, the Administrative related Agent shall promptly notify each Funding Agent thereof who shall notify each Conduit Investor, if any, and each Committed Note Purchaser Lender in its Investor Group thereofLender Group. Not later than On or before the first Business Day following last day of the 45th day after such request for an extension (such periodElection Period, the “Election Period”), each related Committed Note Purchaser shall notify HVF and the Administrative Agent of its willingness or refusal to consent to such extension and each Conduit Investor Lender shall notify the Funding Agent for its Investor Lender Group of its willingness or refusal to consent so extend its Commitment Termination Date; provided, that the failure of any Committed Lender to respond prior to the last day of the Election Period shall be deemed to be its refusal to so extend the Commitment Termination Date. The Agent for such extension, and such Funding Agent Lender Group shall notify HVF the Borrower and the Administrative Agent of such willingness or refusal by each such Conduit Investor (any such Conduit Investor or the Committed Note Purchaser which refuses to consent to such extension, a “Non-Extending Purchaser”). Any Committed Note Purchaser which does Lender not expressly notify HVF and later than the Administrative Agent that it is willing to consent to an extension Business Day following the last day of the Series 2009-1 Commitment Termination Date during the applicable Election Period and each Conduit Investor which does not expressly notify such Funding Agent that it is willing to consent to an extension of the Series 2009-1 Commitment Termination Date during the applicable Election Period shall be deemed to be a Non-Extending PurchaserPeriod. If (i) the Committed Lender in a Committed Note Purchaser or a Conduit Investor Lender Group has agreed to extend its Series 2009-1 the related Commitment Termination Date, and, at the end Date and (ii) as of the applicable Election Period Commitment Termination Date then in effect, no Amortization Termination Event shall have occurred and be continuing, the Series 2009-1 Commitment Termination Date for such Committed Note Purchaser or Conduit Investor then in effect for each such Committed Lender that has agreed to extend the Commitment Termination Date shall be extended to the date which 53 149194398v7 is 364 days following the last Commitment Termination Date then in effect or, if such day is not a Business Day, the next preceding Business Day (or to any other date as agreed upon by the Borrower and each Committed Lender). (b) Within two Business Days following the end of an Election Period, the Agent for each Lender Group shall notify each other Lender in such Lender Group, the Administrative Agent and the Borrower of the Extension Length identity of any Non-Extending Lender and the amount of its Commitment. The Administrative Agent and the Borrower may (which but shall begin running not be required to) request one or more other Committed Lenders to acquire all or a portion of the Commitment of the Non-Extending Lender and all amounts payable to it hereunder in accordance with Article Eleven on or prior to the day after its then-current Series 2009-1 related Commitment Termination Date).Date of such Non-