Common use of Certain Rights and Obligations of HVF Unaffected Clause in Contracts

Certain Rights and Obligations of HVF Unaffected. (a) Notwithstanding the assignment and security interest so granted to the Trustee on behalf of the Noteholders, HVF shall nevertheless be permitted, subject to the Trustee’s right to revoke such permission in the event of an Amortization Event with respect to any Series of Notes Outstanding and subject to the provisions of Section 3.3, to give all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required to be given in the normal course of business (which does not include waivers of default under any of the Collateral Agreements or any of the Manufacturer Programs). (b) The assignment of the Collateral to the Trustee on behalf of the Noteholders shall not (i) relieve HVF from the performance of any term, covenant, condition or agreement on HVF’s part to be performed or observed under or in connection with any of the Collateral Agreements or any of the Manufacturer Programs or (ii) impose any obligation on the Trustee or any of the Noteholders to perform or observe any such term, covenant, condition or agreement on HVF’s part to be so performed or observed or impose any liability on the Trustee or any of the Noteholders for any act or omission on the part of HVF or from any breach of any representation or warranty on the part of HVF. (c) HVF hereby agrees to indemnify and hold harmless the Trustee (including its directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs and expenses arising out of or resulting from the assignment granted hereby or by the Collateral Agency Agreement or any Assignment Agreement, whether arising by virtue of any act or omission on the part of HVF or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee in enforcing this Indenture or preserving any of its rights to, or realizing upon, any of the Collateral; provided, however, the foregoing indemnification shall not extend to any action by the Trustee which constitutes gross negligence or willful misconduct by the Trustee or any other indemnified person hereunder. The indemnification provided for in this Section 3.2 shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of this Indenture, any Series Supplement, the Collateral Agency Agreement or any Assignment Agreement.

Certain Rights and Obligations of HVF Unaffected. (a) Notwithstanding the assignment and security interest so granted to the Trustee on behalf of the Noteholders, HVF shall nevertheless be permitted, subject to the Trustee’s right to revoke such permission with respect to the Collateral in the event of an Amortization Event with respect to any Series of Notes Outstanding and subject to the provisions of Section 3.3, to give all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required to be given in the normal course of business (which does not include waivers of default under any of the Collateral Agreements or any of the Manufacturer Programs). (b) The assignment of the Collateral to the Trustee on behalf of the Noteholders shall not (i) relieve HVF from the performance of any term, covenant, condition or agreement on HVF’s part to be performed or observed under or in connection with any of the Collateral Agreements or any of the Manufacturer Programs or (ii) impose any obligation on the Trustee or any of the such Noteholders to perform or observe any such term, covenant, condition or agreement on HVF’s part to be so performed or observed or impose any liability on the Trustee or any of the Noteholders for any act or omission on the part of HVF or from any breach of any representation or warranty on the part of HVF. (c) HVF hereby agrees to indemnify and hold harmless the Trustee (including its directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs and expenses arising out of or resulting from the assignment granted hereby or by the Collateral Agency Agreement or any Assignment Agreement, whether arising by virtue of any act or omission on the part of HVF or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee in enforcing this Indenture or preserving any of its rights to, or realizing upon, any of the Collateral; provided, however, the foregoing indemnification shall not extend to any action by the Trustee which constitutes gross negligence or willful misconduct by the Trustee or any other indemnified person hereunder. The indemnification provided for in this Section 3.2 shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of this Indenture, any Series Supplement, the Collateral Agency Agreement or any Assignment Agreement.

Certain Rights and Obligations of HVF Unaffected. (a) Notwithstanding the assignment and security interest so granted to the Trustee on behalf of the Series 2010-2 Noteholders, HVF shall nevertheless be permitted, subject to the Trustee’s right to revoke such permission with respect to the Series 2010-2 Collateral in the event of an a Series 2010-2 Amortization Event with respect to any Series of Notes Outstanding and subject to the provisions of Section 3.32.3, to give all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required to be given in the normal course of business (which does not include waivers of default under any of the Series 2010-2 Collateral Agreements or any of the Series 2010-2 Manufacturer Programs). (b) The assignment of the Series 2010-2 Collateral to the Trustee on behalf of the Series 2010-2 Noteholders shall not (i) relieve HVF from the performance of any term, covenant, condition or agreement relating to the Series 2010-2 Collateral on HVF’s part to be performed or observed under or in connection with any of the Series 2010-2 Collateral Agreements or any of the Series 2010-2 Manufacturer Programs or (ii) impose any obligation on the Trustee or any of the Series 2010-2 Noteholders to perform or observe any such term, covenant, condition or agreement on HVF’s part to be so performed or observed or impose any liability on the Trustee or any of the such Series 2010-2 Noteholders for any act or omission on the part of HVF or from any breach of any representation or warranty on the part of HVF. (c) HVF hereby agrees to indemnify and hold harmless the Trustee (including its directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs and expenses arising out of or resulting from the assignment granted hereby or by the Collateral Agency Agreement or any Assignment Agreementhereby, whether arising by virtue of any act or omission on the part of HVF or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee in enforcing this Indenture Series 2010-2 Supplement or preserving any of its rights to, or realizing upon, any of the Series 2010-2 Collateral; provided, however, the foregoing indemnification shall not extend to any action by the Trustee which constitutes gross negligence or willful misconduct by the Trustee or any other indemnified person hereunder. The indemnification provided for in this Section 3.2 2.2 shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of this Indenture, any Series Supplement, the Collateral Agency Agreement or any Assignment Agreement.