Common use of Compliance with Related Documents Clause in Contracts

Compliance with Related Documents. HVF II agrees that it will not: (i) amend, modify, waive, supplement, terminate, surrender, or discharge, or agree to any amendment, modification, supplement, termination, waiver, surrender, or discharge of, the terms of any Group II Indenture Collateral, including any of the Group II Related Documents (other than the Group II Indenture in accordance with the provisions of Article X), (ii) take any action to compel or secure performance or observation by any such obligor of its obligations applicable to any Group II Leasing Company or HVF II or (iii) consent to the assignment of any such Group II Related Document by any other party thereto (each action described in foregoing clauses (i), (ii) and (iii), the “Group II Related Document Actions”), in each case, without (A) the prior written consent of the Requisite Group II Investors, (B) satisfying the Rating Agency Condition with respect to each Series of Group II Notes Outstanding and (C) satisfaction of any other applicable conditions and compliance with any applicable covenants, in each case, as may be set forth in any Group II Series Supplement; provided that, if any such Group II Related Document Action does not materially adversely affect the Group II Noteholders of one or more, but not all, Series of Group II Notes, as evidenced by an Officer’s Certificate of HVF II, any such Series of Group II Notes that is not materially adversely affected by such Group II Related Document Action shall be deemed not Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Group II Investors shall be modified accordingly); provided further, that, if any such Group II Related Document Action does not materially adversely affect any Group II Noteholders, as evidenced by an Officer’s Certificate of HVF II, HVF II shall be entitled to effect such Group II Related Document Action without the prior written consent of the Trustee or any Group II Noteholder. For the avoidance of doubt, and notwithstanding anything herein or in any Group II Related Document to the contrary, any amendment, modification, waiver, supplement, termination or surrender of any Group II Related Document relating solely to a particular Series of Group II Notes shall be deemed not to materially adversely affect the Group II Noteholders of any other Series of Group II Notes.

Compliance with Related Documents. HVF II agrees that it will not: (i) amend, modify, waive, supplement, terminate, surrender, or discharge, or agree to any amendment, modification, supplement, termination, waiver, surrender, or discharge of, the terms of any Group II Indenture Collateral, including any of the Group II Related Documents (other than the Group II Indenture in accordance with the provisions of Article X), (ii) take any action to compel or secure performance or observation by any such obligor of its obligations applicable to any Group II Leasing Company or HVF II or (iii) consent to the assignment of any such Group II Related Document by any other party thereto (each action described in foregoing clauses (i), (ii) and (iii), the “Group II Related Document Actions”), in each case, without (A) the prior written consent of the Requisite Group II Investors, (B) satisfying the Rating Agency Condition with respect to each Series of Group II Notes Outstanding and (C) satisfaction of any other applicable conditions and compliance with any applicable covenants, in each case, as may be set forth in any Group II Series Supplement; provided that, if any such Group II Related Document Action does not materially adversely affect the Group II Noteholders of one or more, but not all, Series of Group II Notes, as evidenced by an Officer’s Certificate of HVF II, any such Series of Group II Notes that is not materially adversely affected by such Group II Related Document Action shall be deemed not Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Group II Investors shall be modified accordingly); provided further, that, if any such Group II Related Document Action does not materially adversely affect any Group II Noteholders, as evidenced by an Officer’s Certificate of HVF II, HVF II shall be entitled to effect such Group II Related Document Action without the prior written consent of the Trustee or any Group II Noteholder. For the avoidance of doubt, and notwithstanding anything herein or in any Group II Related Document to the contrary, any amendment, modification, waiver, supplement, termination or surrender of any Group II Related Document relating solely to a particular Series of Group II Notes shall be deemed not to materially adversely affect the Group II Noteholders of any other Series of Group II Notes.

Compliance with Related Documents. HVF II agrees that it will not: (i) amend, modify, waive, supplement, terminate, surrender, or discharge, or agree to any amendment, modification, supplement, termination, waiver, surrender, or discharge of, the terms of any Group II I Indenture Collateral, including any of the Group II I Related Documents (other than the Group II I Indenture in accordance with the provisions of Article X), (ii) take any action to compel or secure performance or observation by any such obligor of its obligations applicable to any Group II I Leasing Company or HVF II or (iii) consent to the assignment of any such Group II I Related Document by any other party thereto (each action described in foregoing clauses (i), (ii) and (iii), the “Group II I Related Document Actions”), in each case, without (A) the prior written consent of the Requisite Group II I Investors, (B) satisfying the Rating Agency Condition with respect to each Series of Group II I Notes Outstanding and (C) satisfaction of any other applicable conditions and compliance with any applicable covenants, in each case, as may be set forth in any Group II I Series Supplement; provided that, if any such Group II I Related Document Action does not materially adversely affect the Group II I Noteholders of one or more, but not all, Series of Group II I Notes, as evidenced by an Officer’s Certificate of HVF II, any such Series of Group II I Notes that is not materially adversely affected by such Group II I Related Document Action shall be deemed not Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Group II I Investors shall be modified accordingly); provided further, further that, if any such Group II I Related Document Action does not materially adversely affect any Group II I Noteholders, as evidenced by an Officer’s Certificate of HVF II, HVF II shall be entitled to effect such Group II I Related Document Action without the prior written consent of the Trustee or any Group II I Noteholder. For the avoidance of doubt, and notwithstanding anything herein or in any Group II I Related Document to the contrary, any amendment, modification, waiver, supplement, termination or surrender of any Group II I Related Document relating solely to a particular Series of Group II I Notes shall be deemed not to materially adversely affect the Group II I Noteholders of any other Series of Group II I Notes.

Compliance with Related Documents. HVF II agrees that it will not: (i) amend, modify, waive, supplement, terminate, surrender, or discharge, or agree to any amendment, modification, supplement, termination, waiver, surrender, or discharge of, the terms of any Group II I Indenture Collateral, including any of the Group II I Related Documents (other than the Group II I Indenture in accordance with the provisions of Article X), (ii) take any action to compel or secure performance or observation by any such obligor of its obligations applicable to any Group II I Leasing Company or HVF II II, or (iii) consent to the assignment of any such Group II I Related Document by any other party thereto (each action described in foregoing clauses (i), (ii) and (iii), the “Group II I Related Document Actions”), in each case, without (A) the prior written consent of the Requisite Group II I Investors, (B) satisfying the Rating Agency Condition with respect to each Series of Group II I Notes Outstanding and (C) satisfaction of any other applicable conditions and compliance with any applicable covenants, in each case, as may be set forth in any Group II I Series Supplement; provided that, if any such Group II I Related Document Action does not materially adversely affect the Group II I Noteholders of one or more, but not all, Series of Group II I Notes, as evidenced by an Officer’s Certificate of HVF II, any such Series of Group II I Notes that is not materially adversely affected by such Group II I Related Document Action shall be deemed not Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Group II I Investors shall be modified accordingly); provided further, further that, if any such Group II I Related Document Action does not materially adversely affect any Group II I Noteholders, as evidenced by an Officer’s Certificate of HVF II, HVF II shall be entitled to effect such Group II I Related Document Action without the prior written consent of the Trustee or any Group II I Noteholder. For the avoidance of doubt, and notwithstanding anything herein or in any Group II I Related Document to the contrary, any amendment, modification, waiver, supplement, termination or surrender of any Group II I Related Document relating solely to a particular Series of Group II I Notes shall be deemed not to materially adversely affect the Group II I Noteholders of any other Series of Group II I Notes.

Compliance with Related Documents. HVF II agrees that it will not: (i) amend, modify, waive, supplement, terminate, surrender, or discharge, or agree to any amendment, modification, supplement, termination, waiver, surrender, or discharge of, the terms of any Group II Indenture Collateral, including any of the Group II Related Documents (other than the Group II Indenture in accordance with the provisions of Article X), (ii) take any action to compel or secure performance or observation by any such obligor of its obligations applicable to any Group II Leasing Company or HVF II or (iii) consent to the assignment of any such Group II Related Document by any other party thereto WEIL:\95390710\1\99910.6247 (each action described in foregoing clauses (i), (ii) and (iii), the “Group II Related Document Actions”), in each case, without (A) the prior written consent of the Requisite Group II Investors, (B) satisfying the Rating Agency Condition with respect to each Series of Group II Notes Outstanding and (C) satisfaction of any other applicable conditions and compliance with any applicable covenants, in each case, as may be set forth in any Group II Series Supplement; provided that, if any such Group II Related Document Action does not materially adversely affect the Group II Noteholders of one or more, but not all, Series of Group II Notes, as evidenced by an Officer’s Certificate of HVF II, any such Series of Group II Notes that is not materially adversely affected by such Group II Related Document Action shall be deemed not Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Group II Investors shall be modified accordingly); provided further, that, if any such Group II Related Document Action does not materially adversely affect any Group II Noteholders, as evidenced by an Officer’s Certificate of HVF II, HVF II shall be entitled to effect such Group II Related Document Action without the prior written consent of the Trustee or any Group II Noteholder. For the avoidance of doubt, and notwithstanding anything herein or in any Group II Related Document to the contrary, any amendment, modification, waiver, supplement, termination or surrender of any Group II Related Document relating solely to a particular Series of Group II Notes shall be deemed not to materially adversely affect the Group II Noteholders of any other Series of Group II Notes.