Common use of With Consent of the Noteholders Clause in Contracts

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the Issuer, the Indenture Trustee and, unless otherwise specified in an Indenture Supplement for a Series of Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, that, if any such amendment, modification or waiver does not materially adversely affect the Noteholders of one or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding): (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required Noteholders; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.110.1, the provisions of this Base Indenture and any Indenture Group II Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF II, the Indenture Trustee andand the Requisite Group II Investors, unless otherwise specified provided that, with respect to any such amendment, modification or waiver that does not adversely affect in an Indenture Supplement for a any material respect one or more Series of Group II Notes, as evidenced by an Officer’s Certificate of HVF II, each such Series of Group II Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the Requisite Noteholders Group II Investors (including the Aggregate Group II Principal Amount) will be modified accordingly) and (ii) the Rating Agency Condition with respect to each Series of Group II Notes Outstanding is satisfied with respect to such amendment, modification, or waiver; provided, provided that, if HVF II shall be permitted to issue any Subordinated Series of Group II Notes and effect any amendments hereto reasonably necessary to effect such amendment, modification or waiver does not materially adversely affect issuance without the consent of any Group II Noteholder (other than the Required Noteholders of one or more, but not all, each such previously issued Subordinated Series of Group II Notes); provided further that, the Rating Agency Condition with respect to each Series of Group II Notes (as substantiated by an Officer’s Certificate of the Issuer Outstanding shall have been satisfied with respect to such effect), any issuance of such Subordinated Series of Group II Notes and that is not materially adversely affected by such amendment, modification or waiver each Subordinated Series of Group II Notes shall be deemed not to be Outstanding for purposes subordinated in all material respects to each Series of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly)Group II Notes. (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Group II Notes Outstanding): (i) any modification of this Section 12.2, 10.2 or any requirement hereunder that any particular action be taken by Group II Noteholders holding the relevant percentage in principal amount Principal Amount of the Group II Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required Noteholders;each Group II Noteholder materially adversely affected thereby; and (ii) any amendment, waiver or other modification to this Base Indenture Group II Supplement or any Indenture Group II Series Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Group II Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Group II Note (or reduce the principal amount of or rate of interest on any Group II Note) shall require the consent of each Holder holder of the such Group II Note materially adversely affected thereby; (B) affect adversely in any material respect the interests, rights or obligations of any Group II Noteholder individually in comparison to any other Group II Noteholder shall require the consent of such Group II Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Group II Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification applies that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not materially adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly)affected thereby. (c) No failure or delay on the part of any Group II Noteholder or the Indenture Trustee in exercising any power or right under the Indenture this Group II Supplement or any other Transaction Group II Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right; provided that, for the avoidance of doubt, any exercise of any such right or power shall remain subject to each condition expressly specified in any Group II Related Document with respect to such exercise. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) HVF II will not consent to the issuance of any series of notes by a Group II Leasing Company under its Group II Leasing Company Related Documents that is secured by the same pool of assets that is direct collateral for a Group II Leasing Company Note without the prior written consent of the Requisite Group II Investors.

With Consent of the Noteholders. Except as provided in Sections 9.4 and 12.1: (a) Except as otherwise provided in Section 12.112.2(f), the provisions of this Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture the Series Supplement) may from time to time be amended, modified, or waived, if the amendment, modification, or waiver is in writing and consented to in writing by ARG, the Trustee, any applicable Enhancement Provider, and the Required Noteholders of each Outstanding Series of Notes. However, if the amendment, modification, or waiver of or to this Base Indenture or the Series Supplement with respect to a Series of Notes does not adversely affect in any material respect the Noteholders of a particular Series of Notes (as evidenced by an Opinion of Counsel to that effect), then the consent of the Noteholders of that Series shall not be required to consent to the amendment, modification, or waiver. Any amendment to this Base Indenture shall be subject to satisfaction of the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes. (b) Any Related Document to which ARG is a party may from time to time be amended, modified or waived, if (i) such the amendment, modification or waiver is in writing and is consented to in writing by the IssuerARG, the Indenture Trustee andTrustee, unless otherwise specified in an Indenture Supplement for a any applicable Enhancement Provider and the Required Noteholders of each Outstanding Series of Notes, the Requisite Noteholders Notes and (ii) the Rating Agency Confirmation Condition is satisfied with respect to each Series of Notes. However, (i) if the amendment, modification or waiver of or to any Related Document does not adversely affect in any material respect the Noteholders of a particular Series of Notes (as evidenced by an Opinion of Counsel to that effect), then the consent of the Noteholders of that Series shall not be required to effect such amendment, modificationmodification or waiver and (ii) no consent of any Noteholders shall be required in connection with any amendment, modification or waiver; provided, that, waiver of or to any Related Document if any such amendment, modification or waiver does not materially adversely affect in any material respect the Noteholders of one or more, but not all, any Series of Notes (as substantiated evidenced by an Officer’s Certificate Opinion of the Issuer Counsel to such that effect), any such Series of Notes that is not materially adversely affected by such . (c) No amendment, modification or waiver of or to any Related Documents related solely to a particular Series of Notes by Noteholders of such Series of Notes shall be deemed not to have an adverse affect in any material respect on any Noteholder of any other Outstanding Series of Notes (and no Opinion of Counsel to that effect shall be required) unless the amendment, modification or waiver affects the timing and/or amounts of allocations to be Outstanding for purposes made to any Series of obtaining such consent (and Notes as to which 100% of the related calculation Noteholders of Requisite Noteholders shall be modified accordingly)that Series of Notes have not consented to the amendment, modification or waiver. (d) ARG will not give any approval, consent or permission provided for in any Leasing Company Related Document without the consent of 100% of the Group I Noteholders to the extent the related Leasing Company Related Document requires the approval, consent or permission of 100% of the holders of the Leasing Company Notes. ARG will not give any approval, consent or permission provided for in any Leasing Company Related Document without the consent of the Requisite Investors of the Group I Notes, except as permitted in Section 3.2(a). ARG will take the action under Section 9.6(a), (b), (c), or (d) of any Leasing Company Indenture at the direction of the Required Noteholders of any Outstanding Series of Notes. Notwithstanding anything herein, the Issuer shall have the right to consent to the sale or pledge by a Leasing Company or the Intermediary of any Vehicle Repurchase Rights under Section 3.6 of the related Leasing Company Indentures without the consent of any Group I Noteholders, except in the limited circumstances set forth in Section 13.21 hereof. (e) ARG will not consent to the issuance of any series of notes by a Leasing Company under its Leasing Company Indenture which is secured by the same pool of collateral as a Leasing Company Note without the prior written consent of each Noteholder. (f) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding):foregoing: (i) any modification of this Section 12.2, any change in any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal BalanceAggregate Asset Amount”, “Outstanding Principal Balance” and Group-Specific Aggregate Asset Amount”, “Outstanding” shall require the consent of the Invested Amount”, “Invested Percentage”, “Manufacturer Program”, “Required Noteholders; (ii) any amendment”, waiver “Supermajority Noteholders” or other modification to this Base Indenture “Requisite Investors” or the applicable amount of Enhancement or any Indenture Supplement that would (A) extend defined term used for the due date for, or reduce the interest rate or principal amount purpose of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) such definitions shall require the consent of each Holder of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.;

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Supplement (except as unless otherwise set forth provided in such Indenture Supplement) and each other Related Document to which AFC-II is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerAFC-II, the Indenture Trustee andTrustee, unless otherwise specified in an Indenture Supplement for any applicable Enhancement Provider, and the Requisite Investors (or the Required Noteholders of a Series of Notes, in respect of any amendment to this Indenture, the Requisite Supplement with respect to such Series of Notes or any Related Document which affects only the Noteholders of such Series of Notes and (iidoes not affect the Noteholders of any other Series of Notes, as substantiated by an Opinion of Counsel to such effect, which Opinion of Counsel may, to the extent same is based on any factual matter, rely upon an Officer's Certificate as to the truth of such factual matter) and provided that each of the Rating Agency Consent Condition and the CP Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, that, if any such amendment, modification or waiver does not materially adversely affect the Noteholders of one or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) satisfied. Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding):foregoing: (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”"Aggregate Asset Amount" or "Aggregate Asset Amount Deficiency" (other than in connection with the issuance of a Segregated Series of Notes), “Outstanding Principal Balance” and “Outstanding” shall require "Eligible Program Manufacturer", "Eligible Non-Program Manufacturer" or "Eligible Manufacturer Program" (other than in connection with a waiver of such eligibility requirement by the consent of the Required Noteholders; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount Noteholders of any NoteSeries of Notes, but only to the extent so provided in the related Supplement in respect of such Series of Notes), "Invested Amount", "Invested Percentage", or the applicable amount of Enhancement or any scheduled repayment or prepayment defined term used for the purpose of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) such definitions shall require the consent of each Holder of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) and each other Related Document to which the Issuer is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the Issuer, the Indenture Trustee andTrustee, unless otherwise specified in an Indenture Supplement for any applicable Enhancement Provider, and the Requisite Investors (or the Required Noteholders of a Series of Notes, in respect of any amendment, modification or waiver of or to this Base Indenture, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied Series Supplement with respect to such amendmentSeries of Notes or any Related Document which affects only the Noteholders of such Series of Notes and does not affect the Noteholders of any other Series of Notes, modification, or waiveras substantiated by an Opinion of Counsel to such effect); provided, thatthat no consent of Noteholders shall be required to any amendment, modification or waiver of or to any Related Document if any such amendment, modification or waiver does not materially adversely affect in any material respect the Noteholders of one or more, but not all, any Series of Notes (as substantiated by an Officer’s Certificate Opinion of the Issuer Counsel to such effect), any such Series of Notes ) and provided further that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Confirmation Condition is satisfied with respect to each affected Series of Notes Outstanding):Notes. Notwithstanding the foregoing: (i) any modification of this Section 12.2, any change in any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal BalanceAggregate Asset Amount”, “Outstanding Principal BalanceManufacturer Program” and “Outstanding” shall require (other than in connection with a waiver of such eligibility requirement by the consent of the Required Noteholders; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount Noteholders of any NoteSeries of Notes, but only to the extent so provided in the related Series Supplement in respect of such Series of Notes), “Invested Amount”, “Invested Percentage”, or the applicable amount of Enhancement or any scheduled repayment or prepayment defined term used for the purpose of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) such definitions shall require the consent of each Holder of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.110.1, the provisions of this Base Indenture and any Indenture Group I Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF II, the Indenture Trustee and, unless otherwise specified in an Indenture a Group I Series Supplement for a Series of Group I Notes, the Requisite Group I Noteholders holding in excess of 50% of the aggregate Principal Amount of each Series of Group I Notes materially adversely affected thereby, as evidenced by an Officer’s Certificate of HVF II to such effect and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, provided that, if (x) any such amendment, modification or waiver does not of this Group I Supplement that materially and adversely affect affects all the Noteholders of one or moreGroup I Notes, but not all, Series of Notes (as substantiated evidenced by an Officer’s Certificate of HVF II, shall require the Issuer consent of the Requisite Group I Investors rather than the Required Series Noteholders of each Series of Group I Notes; and (y) HVF II shall be permitted to issue any Subordinated Series of Group I Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Group I Noteholder (other than the Required Noteholders of each such previously issued Subordinated Series of Group I Notes); provided that the Rating Agency Condition with respect to each Series of Group I Notes Outstanding shall have been satisfied with respect to such effect), any issuance of such Subordinated Series of Group I Notes and that is not materially adversely affected by such amendment, modification or waiver each Subordinated Series of Group I Notes shall be deemed not to be Outstanding for purposes subordinated in all material respects to each Series of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly)Group I Notes. (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Group I Notes Outstanding): (i) any modification of this Section 12.2, 10.2 or any requirement hereunder that any particular action be taken by Group I Noteholders holding the relevant percentage in principal amount Principal Amount of the Group I Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required Noteholderseach Group I Noteholder materially adversely affected thereby; (ii) any amendment, waiver or other modification to this Base Indenture Group I Supplement or any Indenture Group I Series Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Group I Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Group I Note (or reduce the principal amount of or rate of interest on any Group I Note) shall require the consent of each Holder holder of the such Group I Note materially adversely affected thereby; (B) affect adversely in any material respect the interests, rights or obligations of any Group I Noteholder individually in comparison to any other Group I Noteholder shall require the consent of such Group I Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Group I Noteholder to which such Amortization Event appliesapplies that would be materially adversely affected thereby; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer HVF II of any of its rights or obligations hereunder or under any other Transaction Documents Group I Related Document to which it is a party, except in each case pursuant to the express terms hereof or thereof; thereof or (B) release any obligor under any Transaction Group I Related Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Related Document, shall require in each case the consent of the Group I Required Noteholders, unless, with respect to any such case set forth in the preceding clauses (A) and (B), as otherwise set forth in the Group I Series Supplement with respect to such Group I Noteholders; provided, however, that if any such amendment, waiver, or other modification relating to a Transaction Group I Related Document that relates solely to a single Series of Group I Notes (as substantiated evidenced by an Officer’s Certificate of the Issuer to such effectHVF II), then all other Series of Group I Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Group I Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Group I Related Document or portion thereof that does not adversely affect in any material respect a Series of Notes (Group I Notes, as substantiated evidenced by an Officer’s Certificate of the Issuer to such effect)HVF II, then such Series of Group I Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Group I Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Group I Noteholder or the Indenture Trustee in exercising any power or right under the Indenture this Group I Supplement or any other Transaction Group I Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) HVF II will not consent to the issuance of any series of notes by a Leasing Company under its Leasing Company Indenture that is secured by the same pool of assets that is direct collateral for a Group I Leasing Company Note without the prior written consent of the Requisite Group I Investors.

With Consent of the Noteholders. (a) Except as provided in Section 12.19.1 or any related provision in a Group Supplement, the provisions of this Base Indenture and any Indenture Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF II, the Trustee and the Requisite Indenture Trustee and, unless otherwise specified in an Indenture Supplement for a Series Investors (or the Requisite Group Investors of each Outstanding Group of Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with in respect to such amendment, modification, or waiver; provided, that, if of any such amendment, modification or waiver to the Base Indenture that materially adversely affects only the Noteholders of such Group of Notes and does not materially adversely affect the Noteholders of one or moreany other Group of Notes, but not all, Series of Notes (as substantiated by an Officer’s Certificate of the Issuer HVF II to such effect); provided, any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes OutstandingOutstanding shall have been satisfied with respect to each such amendment or modification. (b) Notwithstanding the foregoing (but subject to the proviso in the immediately preceding sentence): (i) any modification of this Section 12.2, 9.2 or any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount Principal Amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required Noteholders;each Noteholder materially adversely affected thereby; and (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note materially adversely affected therebyNoteholder; or (B) affect adversely in any material respect the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the this Base Indenture or any other Transaction Base Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary ; provided that, for the consent avoidance of doubt, any exercise of any Person pursuant such right or power shall remain subject to this Section for each condition expressly specified in any Group I Related Document with respect to such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereofexercise.

With Consent of the Noteholders. (a) Except as provided in Section 12.112.1 and except as may be provided in any other Program Document, the provisions of this Base Indenture and any Indenture Supplement (except as unless otherwise set forth provided in such Indenture Supplement) and each other Program Document to which the Issuer is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the Issuer, the Indenture Trustee andTrustee, unless otherwise specified in an Indenture Supplement for any applicable Enhancement Provider, and Required Noteholders (and the Required Noteholders of a Series of Notes, in respect of any amendment to this Indenture, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied Supplement with respect to such amendment, modification, Series of Notes or waiver; provided, that, if any Program Document which affects only the Noteholders of such amendment, modification or waiver Series of Notes and does not materially adversely affect the Noteholders of one or more, but not all, any other Series of Notes (Notes, as substantiated by an Opinion of Counsel to such effect, which Opinion of Counsel may, to the extent same is based on any factual matter, rely upon an Officer’s Certificate as to the truth of the Issuer to such effect), any such Series of Notes factual matter) and provided that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Consent Condition with respect to each Series of Notes Outstanding):is satisfied. Notwithstanding the foregoing: (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes or any change in the definition applicable amount of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” Enhancement shall require the consent of the Required Noteholders;each affected Noteholder, and (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (Aa) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note affected therebyNoteholder; (Bb) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Program Document to which it is a party except pursuant to the express terms hereof or thereof shall require the consent of each Noteholder; (c) release any obligor under any Program Document to which it is a party except pursuant to the express terms of such Program Document shall require the consent of each Noteholder; provided, however, that the Liens on the Collateral may be released as provided in the Security Agreement; (d) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (Ce) amend or otherwise modify any Amortization Event of Default shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) affected Noteholder. No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the this Indenture or any other Transaction Program Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.112.1 (Without Consent of the Noteholders) of this Base Indenture, the provisions of this Base Indenture and any Indenture Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF III, the Trustee and the Majority Indenture Trustee andInvestors, unless otherwise specified provided that, with respect to any such amendment, modification or waiver that does not adversely affect in an Indenture Supplement for a any material respect one or more Series of Notes, as evidenced by an Officer’s Certificate of HVF III, each such Series of Notes will be deemed not Outstanding for purposes of the Requisite Noteholders foregoing consent (and the calculation of the Majority Indenture Investors (including the Aggregate Principal Amount) will be modified accordingly) and (ii) the Rating Agency Condition with respect to each Series of Notes Outstanding is satisfied with respect to such amendment, modification, or waiver; provided that, HVF III shall be permitted to issue any Subordinated Series of Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Noteholder (other than any previously issued Subordinated Series of Notes if required by the related Series Supplement); provided, further, that, if any such amendment, modification or waiver does not materially adversely affect the Noteholders of one or more, but not all, Rating Agency Condition with respect to each Series of Notes (as substantiated by an Officer’s Certificate of the Issuer Outstanding shall have been satisfied with respect to such effect), any issuance of such Subordinated Series of Notes and that is not materially adversely affected by such amendment, modification or waiver each Subordinated Series of Notes shall be deemed not to be Outstanding for purposes subordinated in all material respects to each Series of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly)Notes. (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding): (i) any modification of this Section 12.2, 12.2 (With Consent of the Noteholders) of this Base Indenture or any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount Principal Amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal BalanceAggregate Asset Amount”, “Outstanding Principal BalanceAggregate Asset Amount Deficiency”, “Ineligible Asset Amount”, “Limited Liquidation Event of Default”, “Liquidation Event of Default” and or “OutstandingManufacturer Program” or the applicable amount of Enhancement shall require the consent of the Required Noteholders;each Noteholder materially adversely affected thereby; and (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note Noteholder materially adversely affected thereby; (B) affect adversely in any material respect the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify (but not waive, which shall be governed by Section 9.4 (Waiver of Past Events)) any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification applies that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not materially adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly)affected thereby. (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the this Base Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. Unless otherwise specified in Section 12.1 (Without Consent of the Noteholders), Section 12.2 (With Consent of the Noteholders) or Section 9.4 (Waiver of Past Events), the Majority Indenture Investors may waive any provision of this Base Indenture. (d) It shall not be necessary for the consent of any Person pursuant to this Section 12.2 (With Consent of the Noteholders) for such Person to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF, the Trustee and the Requisite Indenture Trustee and, unless otherwise specified in an Indenture Supplement for Investors (or the Required Noteholders of a Series of Indenture Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with in respect to such amendment, modification, or waiver; provided, that, if of any such amendment, modification or waiver to the Series Supplement with respect to such Series of Indenture Notes or any amendment, modification or waiver to the Indenture which materially adversely affects only the Indenture Noteholders of such Series of Indenture Notes and does not materially adversely affect the Indenture Noteholders of one or more, but not all, any other Series of Notes (Indenture Notes, as substantiated by an Officer’s Certificate of the Issuer HVF to such effect); provided, any such that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding shall have been satisfied with respect to each such amendment or modification; provided, further that is not materially adversely affected by such (i) any amendment, modification or waiver of this Indenture that materially and adversely affects only the Notes, as evidenced by an Officer’s Certificate of HVF, shall require the consent of the Requisite Investors rather than the Requisite Indenture Investors; (ii) this Indenture may be amended by HVF without the consent of any Indenture Noteholders for the purpose of amending the definition of the term “Ineligible Non-Investment Grade Manufacturer Receivable Amount”; and (iii) HVF shall be permitted to issue any Subordinated Series of Indenture Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Indenture Noteholder (other than the Required Noteholders of each such previously issued subordinated Series of Indenture Notes); provided that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding shall have been satisfied with respect to such issuance of such Subordinated Series of Indenture Notes and that each such Subordinated Series of Indenture Notes shall be deemed not to be Outstanding for purposes subordinated in all material respects to each Segregated Series of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly)Notes. (b) Notwithstanding the foregoing (but subject, subject to the first proviso in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstandingimmediately preceding sentence): (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Indenture Noteholders holding the relevant percentage in principal amount Principal Amount of the Indenture Notes or any change in the definition of the terms “Pool Outstanding Principal BalanceAggregate Asset Amount”, “Outstanding Principal BalanceAggregate Asset Amount Deficiency”, “Eligible Manufacturer Program”, “Eligible Manufacturer”, “Eligible Program Manufacturer”, “Ineligible Asset Amount”, “Limited Liquidation Event of Default”, “Liquidation Event of Default” and or “OutstandingManufacturer Program” or the applicable amount of Enhancement shall require the consent of the Required Noteholderseach Indenture Noteholder materially adversely affected thereby; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Indenture Note (or reduce the principal amount of or rate of interest on any Indenture Note) shall require the consent of each Holder of the Note materially adversely affected therebyIndenture Noteholder; (B) affect adversely in any material respect the interests, rights or obligations of any Indenture Noteholder individually in comparison to any other Indenture Noteholder shall require the consent of such Indenture Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Indenture Noteholder to which such Amortization Event applies; andmaterially adversely affected thereby; (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer HVF of any of its rights or obligations hereunder or under any other Transaction Related Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Related Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Related Document, shall require in each case the consent of Indenture Noteholders holding not less than 662/3% of the Required NoteholdersAggregate Indenture Principal Amount; provided, however, if that any such amendment, waiver, or other modification relating to a Transaction Related Document that relates solely to a single Series of Indenture Notes (as substantiated evidenced by an Officer’s Certificate of HVF) shall require only the Issuer to consent of Indenture Noteholders holding not less than 662/3% of the Principal Amount of such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly)Indenture Notes; provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Related Document or portion thereof that does not adversely affect in any material respect a Series of Notes (Indenture Notes, as substantiated evidenced by an Officer’s Certificate of the Issuer to such effect)HVF, then such Series of Indenture Notes shall be deemed not to be Outstanding outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders Aggregate Indenture Principal Amount shall be modified accordingly); (iv) any amendment, waiver or other modification that would amend or otherwise modify any Servicer Default shall require the consent of Noteholders holding not less than 662/3% of the Aggregate Principal Amount. (c) No failure or delay on the part of any Indenture Noteholder or the Indenture Trustee in exercising any power or right under the this Indenture or any other Transaction Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF, the Indenture Trustee and, unless otherwise specified in an Indenture Supplement for and the Requisite Investors (or the Required Noteholders of a Series of Notes, in respect of any amendment to the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied Series Supplement with respect to such amendment, modification, Series of Notes or waiver; provided, that, if any amendment to the Indenture which affects only the Noteholders of such amendment, modification or waiver Series of Notes and does not materially adversely affect the Noteholders of one or more, but not all, any other Series of Notes (Notes, as substantiated by an a Officer’s Certificate of the Issuer HVF to such effect); provided, however that this Indenture, any such Series Supplement and any Related Document may be amended without the consent of Notes that is not materially adversely affected by such amendmentany Noteholder, modification or waiver shall be deemed not but subject to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subjectany consents specified in a Series Supplement, in each caseorder to permit HVF to provide financing in the form of one or more rated and/or unrated asset backed securities and/or one or more credit facilities to PR Borrower for the purpose of acquiring vehicles for its car rental fleet in Puerto Rico or to make payments in reduction of the principal amount of other indebtedness of PR Borrower or for any other purpose which is permitted in the consents, if any, obtained pursuant to satisfaction of the Series Supplements; provided that the Rating Agency Condition with respect to each Series of Notes OutstandingOutstanding shall have been satisfied with respect to such amendment; provided, further that this Indenture may be amended by HVF without the consent of any Noteholder for the purpose of amending the definition of the term “Ineligible Non-Investment Grade Manufacturer Receivable Amount”; provided that the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such amendment. Notwithstanding the foregoing (but subject to the proviso in the immediately preceding sentence): (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount Principal Amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal BalanceAggregate Asset Amount”, “Outstanding Principal BalanceAggregate Asset Amount Deficiency”, “Eligible Manufacturer Program”, “Eligible Manufacturer”, “Eligible Program Manufacturer”, “Ineligible Asset Amount”, “Limited Liquidation Event of Default”, “Liquidation Event of Default” and or “OutstandingManufacturer Program” or the applicable amount of Enhancement shall require the consent of the Required Noteholderseach affected Noteholder; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note affected therebyNoteholder; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event appliesaffected Noteholder; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer HVF of any of its rights or obligations hereunder or under any other Transaction Documents Related Document to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents Related Document to which it is a party, except pursuant to the express terms hereof or of such Transaction Related Document; or (C) amend or otherwise modify any Servicer Default, shall require in each case the consent of Noteholders holding not less than 66⅔% of the Required Noteholders; providedAggregate Principal Amount (or Noteholders holding not less than 66⅔% of the aggregate Principal Amount Outstanding of any Series of Notes, however, if in respect of any such amendment, waiver, or other modification relating amendment to a Transaction Document relates solely Series Supplement with respect to a single such Series of Notes (or any amendment to the Indenture which affects only the Noteholders of such Series of Notes and does not affect the Noteholders of any other Series of Notes, as substantiated by an Officer’s Certificate of the Issuer HVF to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) . No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the this Indenture or any other Transaction Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.110.1, the provisions of this Base Indenture and any Indenture Group II Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF II, the Indenture Trustee andand the Requisite Group II Investors, unless otherwise specified provided that, with respect to any such amendment, modification or waiver that does not adversely affect in an Indenture Supplement for a any material respect one or more Series of Group II Notes, as evidenced by an Officer’s Certificate of HVF II, each such Series of Group II Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the Requisite Noteholders Group II Investors (including the Aggregate Group II Principal Amount) will be modified accordingly) and (ii) the Rating Agency Condition with respect to each Series of Group II Notes Outstanding is satisfied with respect to such amendment, modification, or waiver; provided, provided that, if HVF II shall be permitted to issue any Subordinated Series of Group II Notes and effect any amendments hereto reasonably necessary to effect such amendment, modification or waiver does not materially adversely affect issuance without the consent of any Group II Noteholder (other than the Required Noteholders of one or more, but not all, each such previously issued Subordinated Series of Group II Notes); provided further that, the Rating Agency Condition with respect to each Series of Group II Notes (as substantiated by an Officer’s Certificate of the Issuer Outstanding shall have been satisfied with respect to such effect), any issuance of such Subordinated Series of Group II Notes and that is not materially adversely affected by such amendment, modification or waiver each Subordinated Series of Group II Notes shall be deemed not to be Outstanding for purposes subordinated in all material respects to each Series of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly)Group II Notes. (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Group II Notes Outstanding): (i) any modification of this Section 12.2, 10.2 or any requirement hereunder that any particular action be taken by Group II Noteholders holding the relevant percentage in principal amount Principal Amount of the Group II Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required Noteholders;each Group II Noteholder materially adversely affected thereby; and (ii) any amendment, waiver or other modification to this Base Indenture Group II Supplement or any Indenture Group II Series Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Group II Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Group II Note (or reduce the principal amount of or rate of interest on any Group II Note) shall require the consent of each Holder holder of the such Group II Note materially adversely affected thereby; (B) affect adversely in any material respect the interests, rights or obligations of any Group II Noteholder individually in comparison to any other Group II Noteholder shall require the consent of such Group II Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Group II Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification applies that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not materially adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly).affected thereby. WEIL:\95390710\1\99910.6247 (c) No failure or delay on the part of any Group II Noteholder or the Indenture Trustee in exercising any power or right under the Indenture this Group II Supplement or any other Transaction Group II Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right; provided that, for the avoidance of doubt, any exercise of any such right or power shall remain subject to each condition expressly specified in any Group II Related Document with respect to such exercise. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) HVF II will not consent to the issuance of any series of notes by a Group II Leasing Company under its Group II Leasing Company Related Documents that is secured by the same pool of assets that is direct collateral for a Group II Leasing Company Note without the prior written consent of the Requisite Group II Investors.

With Consent of the Noteholders. (a) Except as provided in Section 12.110.1, the provisions of this Base Indenture and any Indenture Group II Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF II, the Indenture Trustee and, unless otherwise specified in an Indenture a Group II Series Supplement for a Series of Group II Notes, the Requisite Group II Noteholders holding in excess of 50% of the aggregate Principal Amount of each Series of Group II Notes materially adversely affected thereby, as evidenced by an Officer’s Certificate of HVF II to such effect and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, provided that, if (x) any such amendment, modification or waiver does not of this Group II Supplement that materially and adversely affect affects all the Noteholders of one or moreGroup II Notes, but not all, Series of Notes (as substantiated evidenced by an Officer’s Certificate of HVF II, shall require the Issuer consent of the Requisite Group II Investors rather than the Required Series Noteholders of each Series of Group II Notes; and (y) HVF II shall be permitted to issue any Subordinated Series of Group II Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Group II Noteholder (other than the Required Noteholders of each such previously issued Subordinated Series of Group II Notes); provided that the Rating Agency Condition with respect to each Series of Group II Notes Outstanding shall have been satisfied with respect to such effect), any issuance of such Subordinated Series of Group II Notes and that is not materially adversely affected by such amendment, modification or waiver each Subordinated Series of Group II Notes shall be deemed not to be Outstanding for purposes subordinated in all material respects to each Series of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly)Group II Notes. (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Group II Notes Outstanding): (i) any modification of this Section 12.2, 10.2 or any requirement hereunder that any particular action be taken by Group II Noteholders holding the relevant percentage in principal amount Principal Amount of the Group II Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required Noteholderseach Group II Noteholder materially adversely affected thereby; (ii) any amendment, waiver or other modification to this Base Indenture Group II Supplement or any Indenture Group II Series Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Group II Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Group II Note (or reduce the principal amount of or rate of interest on any Group II Note) shall require the consent of each Holder holder of the such Group II Note materially adversely affected thereby; (B) affect adversely in any material respect the interests, rights or obligations of any Group II Noteholder individually in comparison to any other Group II Noteholder shall require the consent of such Group II Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Group II Noteholder to which such Amortization Event appliesapplies that would be materially adversely affected thereby; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer HVF II of any of its rights or obligations hereunder or under any other Transaction Documents Group II Related Document to which it is a party, except in each case pursuant to the express terms hereof or thereof; thereof or (B) release any obligor under any Transaction Group II Related Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Related Document, shall require in each case the consent of the Group II Required Noteholders, unless, with respect to any such case set forth in the preceding clauses (A) and (B), as otherwise set forth in the Group II Series Supplement with respect to such Group II Noteholders; provided, however, that if any such amendment, waiver, or other modification relating to a Transaction Group II Related Document that relates solely to a single Series of Group II Notes (as substantiated evidenced by an Officer’s Certificate of the Issuer to such effectHVF II), then all other Series of Group II Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Group II Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Group II Related Document or portion thereof that does not adversely affect in any material respect a Series of Notes (Group II Notes, as substantiated evidenced by an Officer’s Certificate of the Issuer to such effect)HVF II, then such Series of Group II Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Group II Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Group II Noteholder or the Indenture Trustee in exercising any power or right under the Indenture this Group II Supplement or any other Transaction Group II Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) HVF II will not consent to the issuance of any series of notes by a Leasing Company under its Leasing Company Indenture that is secured by the same pool of assets that is direct collateral for a Group II Leasing Company Note without the prior written consent of the Requisite Group II Investors.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerZVF, the Trustee and the Requisite Indenture Trustee and, unless otherwise specified in an Indenture Supplement for Investors (or the Required Noteholders of a Series of Indenture Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with in respect to such amendment, modification, or waiver; provided, that, if of any such amendment, modification or waiver to the Series Supplement with respect to such Series of Indenture Notes or any amendment, modification or waiver to this Base Indenture which materially adversely affects only the Indenture Noteholders of such Series of Indenture Notes and does not materially adversely affect the Indenture Noteholders of one or more, but not all, any other Series of Notes (Indenture Notes, as substantiated by an Officer’s Certificate of the Issuer ZVF to such effect); provided, any such that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding that is not materially adversely affected rated by a Rating Agency shall have been satisfied with respect to each such amendment or modification; provided, further that (i) any amendment, modification or waiver of this Base Indenture that materially and adversely affects only the Notes, as evidenced by an Officer’s Certificate of ZVF, shall require the consent of the Requisite Investors rather than the Requisite Indenture Investors; (ii) this Indenture may be amended by ZVF without the consent of any Indenture Noteholders for the purpose of amending the definition of the term “Ineligible Non-Investment Grade Manufacturer Receivable Amount” (including by the exclusion of any Non-Investment Grade Manufacturer from such definition); provided that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding that is rated by a Rating Agency shall have been satisfied with respect to any such amendment; and (iii) ZVF shall be deemed not permitted to be issue any Subordinated Series of Indenture Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Indenture Noteholder (other than the Required Noteholders of each previously issued Subordinated Series of Indenture Notes); provided that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding for purposes that is rated by a Rating Agency shall have been satisfied with respect to such issuance of obtaining such consent (and the related calculation Subordinated Series of Requisite Noteholders shall be modified accordingly)Indenture Notes. (b) Notwithstanding the foregoing (but subject, subject to the first proviso in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstandingimmediately preceding sentence): (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Indenture Noteholders holding the relevant percentage in principal amount Principal Amount of the Notes or Indenture Notes, any change in the definition of the terms “Pool Outstanding Principal BalanceAggregate Asset Amount”, “Outstanding Principal BalanceAggregate Asset Amount Deficiency”, “Eligible Manufacturer”, “Eligible Manufacturer Program”, “Eligible Program Manufacturer”, “Ineligible Asset Amount”, “Limited Liquidation Event of Default”, “Liquidation Event of Default” and or “OutstandingManufacturer Program” or the applicable amount of Enhancement shall require the consent of the Required Noteholderseach Noteholder materially adversely affected thereby; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Indenture Note (or reduce the principal amount of or rate of interest on any Indenture Note) shall require the consent of each Holder of the Note affected therebyIndenture Noteholder; (B) affect adversely in any material respect the interests, rights or obligations of any Indenture Noteholder individually in comparison to any other Indenture Noteholder shall require the consent of such Indenture Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Indenture Noteholder to which such Amortization Event appliesmaterially adversely affected thereby; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer ZVF of any of its rights or obligations hereunder or under any other Transaction Related Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Related Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Related Document, shall require in each case the consent of Indenture Noteholders holding not less than 66 2/3% of the Required NoteholdersAggregate Indenture Principal Amount; provided, however, if that any such amendment, waiver, or other modification relating to a Transaction Related Document that relates solely to a single Series of Indenture Notes (as substantiated evidenced by an Officer’s Certificate of ZVF) shall require only the Issuer to consent of Indenture Noteholders holding not less than 66 2/3% of the Principal Amount of such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly)Indenture Notes; provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Related Document or portion thereof that does not adversely affect in any material respect a Series of Notes (Indenture Notes, as substantiated evidenced by an Officer’s Certificate of the Issuer to such effect)ZVF, then such Series of Indenture Notes shall be deemed not to be Outstanding outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders Aggregate Indenture Principal Amount shall be modified accordingly). (c) No failure or delay on the part of any Indenture Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture Indenture, any Supplement and any other Indenture Supplement Document to which the Trustee is a party (except as unless otherwise set forth provided in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing in a Supplement and is consented to in writing by the IssuerControl Party. Notwithstanding the foregoing: (i) any amendment, waiver or other modification that would reduce the Indenture Trustee and, unless otherwise specified in an Indenture Supplement for a percentage of the Aggregate Outstanding Principal Amount or the Outstanding Principal Amount of any Series of Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, that, if any such amendment, modification or waiver does not materially adversely affect consent of the Noteholders of one which is required for any Supplement under this Section 12.2 or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate the consent of the Issuer to such effect), Noteholders of which is required for any such Series waiver of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and compliance with the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction provisions of the Rating Agency Condition with respect to each Series of Notes Outstanding): (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes Indenture or any change other Related Document or defaults hereunder or thereunder and their consequences provided for in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” herein or therein or for any other action hereunder or thereunder shall require the consent of the Required NoteholdersControl Party and each affected Noteholder; (ii) any amendment, waiver or other modification that would permit the creation of any Lien ranking prior to this Base or on a parity with the Lien created by the Indenture or any other Related Documents with respect to any material part of the Collateral or except as otherwise permitted by the Related Documents, terminate the Lien created by the Indenture Supplement or any other Related Documents on any material portion of the Collateral at any time subject thereto (except as provided by the Indenture Documents) or deprive any Secured Party of any material portion of the security provided by the Lien created by the Indenture or any other Related Documents shall require the consent of the Control Party, each affected Noteholder and each other affected Secured Party; (iii) any amendment, waiver or other modification that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of of, premium, if any, or interest on any Note and the other Obligations (or reduce the principal amount of of, premium, if any, or rate of interest on any Note) shall require Note and the consent of each Holder of the Note affected therebyother Obligations); (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder holding the same Series and Class of Notes; (C) change the provisions of the Priority of Payments; (D) change any place of payment where, or the coin or currency in which, any Notes and the other Obligations or the interest thereon is payable; (E) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes and the other Obligations owing to Noteholders on or after the respective due dates thereof, or (F) amend, waive or otherwise modify this Section 12.2, shall require the consent of such Noteholder; the Control Party, each affected Noteholder and each other affected Secured Party; (iv) subject to the ability of the Control Party to waive certain events as set forth in Section 9.7, any amendment or other modification of the specific language of the following definitions: “Default,” “Event of Default” or “Early Amortization Event” (Cas defined in this Base Indenture or any applicable Series Supplement) amend or otherwise modify any Amortization Event shall will require the consent of each Noteholder the Control Party, and the Rating Agency Condition shall have been satisfied with respect to which such Amortization Event appliesamendment or modification; and (iiiv) any amendment, waiver or other modification that would (A) approve change the assignment time periods with respect to any requirement to deliver to Noteholders notice with respect to any repayment, prepayment, redemption or transfer by the Issuer election of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, Extension Period shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (Control Party and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly)each affected Noteholder. (cb) No failure or delay on the part of any Noteholder Noteholder, the Trustee or the Indenture Trustee any other Secured Party in exercising any power or right under the Indenture or any other Transaction Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (dc) It Unless each Noteholder of each Series and Class of Notes then Outstanding consents, the express requirement, in any provision hereof, that Rating Agency Confirmation Letters be obtained to confirm the applicable ratings be satisfied as a condition to the taking of a specified action, shall not be necessary for amended, modified or waived by the consent of any Person pursuant to this Section for parties hereto without satisfying such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereofrequirement.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerZVF, the Trustee and the Requisite Indenture Trustee and, unless otherwise specified in an Indenture Supplement for Investors (or the Required Noteholders of a Series of Indenture Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with in respect to such amendment, modification, or waiver; provided, that, if of any such amendment, modification or waiver to the Series Supplement with respect to such Series of Indenture Notes or any amendment, modification or waiver to this Base Indenture which materially adversely affects only the Indenture Noteholders of such Series of Indenture Notes and does not materially adversely affect the Indenture Noteholders of one or more, but not all, any other Series of Notes (Indenture Notes, as substantiated by an Officer’s Certificate of the Issuer ZVF to such effect); provided, any such that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding that is not materially adversely affected rated by a Rating Agency shall have been satisfied with respect to each such amendment or modification; provided, further that (i) any amendment, modification or waiver of this Base Indenture that materially and adversely affects only the Notes, as evidenced by an Officer’s Certificate of ZVF, shall require the consent of the Requisite Investors rather than the Requisite Indenture Investors; and (ii) ZVF shall be deemed not permitted to be issue any Subordinated Series of Indenture Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Indenture Noteholder (other than the Required Noteholders of each previously issued Subordinated Series of Indenture Notes); provided that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding for purposes that is rated by a Rating Agency shall have been satisfied with respect to such issuance of obtaining such consent (and the related calculation Subordinated Series of Requisite Noteholders shall be modified accordingly)Indenture Notes. (b) Notwithstanding the foregoing (but subject, subject to the first proviso in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstandingimmediately preceding sentence): (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Indenture Noteholders holding the relevant percentage in principal amount Principal Amount of the Notes or Indenture Notes, any change in the definition of the terms “Pool Outstanding Principal BalanceAggregate Asset Amount”, “Outstanding Principal BalanceAggregate Asset Amount Deficiency”, “Eligible Manufacturer”, “Ineligible Asset Amount”, “Limited Liquidation Event of Default”, or “Liquidation Event of Default” and “Outstanding” or the applicable amount of Enhancement shall require the consent of the Required Noteholderseach Noteholder materially adversely affected thereby; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Indenture Note (or reduce the principal amount of or rate of interest on any Indenture Note) shall require the consent of each Holder of the Note affected therebyIndenture Noteholder; (B) affect adversely in any material respect the interests, rights or obligations of any Indenture Noteholder individually in comparison to any other Indenture Noteholder shall require the consent of such Indenture Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Indenture Noteholder to which such Amortization Event appliesmaterially adversely affected thereby; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer ZVF of any of its rights or obligations hereunder or under any other Transaction Related Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Related Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Related Document, shall require in each case the consent of Indenture Noteholders holding not less than 66 2/3% of the Required NoteholdersAggregate Indenture Principal Amount; provided, however, if that any such amendment, waiver, or other modification relating to a Transaction Related Document that relates solely to a single Series of Indenture Notes (as substantiated evidenced by an Officer’s Certificate of ZVF) shall require only the Issuer to consent of Indenture Noteholders holding not less than 66 2/3% of the Principal Amount of such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly)Indenture Notes; provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Related Document or portion thereof that does not adversely affect in any material respect a Series of Notes (Indenture Notes, as substantiated evidenced by an Officer’s Certificate of the Issuer to such effect)ZVF, then such Series of Indenture Notes shall be deemed not to be Outstanding outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders Aggregate Indenture Principal Amount shall be modified accordingly). (c) No failure or delay on the part of any Indenture Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture Indenture, the Global G&C Agreement, any Supplement and any other Indenture Supplement Document to which the Trustee is a party (except as unless otherwise set forth provided in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing in a Supplement and is consented to in writing by the IssuerControl Party. Notwithstanding the foregoing: (i) any amendment, waiver or other modification that would reduce the Indenture Trustee and, unless otherwise specified in an Indenture Supplement for a percentage of the Aggregate Outstanding Principal Amount or the Outstanding Principal Amount of any Series of Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, that, if any such amendment, modification or waiver does not materially adversely affect consent of the Noteholders of one which is required for any Supplement under this Section 12.2 or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate the consent of the Issuer to such effect), Noteholders of which is required for any such Series waiver of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and compliance with the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction provisions of the Rating Agency Condition with respect to each Series of Notes Outstanding): (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes Indenture or any change other Related Document or defaults hereunder or thereunder and their consequences provided for in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” herein and “Outstanding” therein or for any other action hereunder or thereunder shall require the consent of the Required NoteholdersControl Party and each affected Noteholder; (ii) any amendment, waiver or other modification that would permit the creation of any Lien ranking prior to this Base Indenture or on a parity with the Lien created by the Indenture, the Global G&C Agreement or any Indenture Supplement other Related Documents with respect to any material part of the Collateral or except as otherwise permitted by the Related Documents, terminate the Lien created by the Indenture, the Global G&C Agreement or any other Related Documents on any material portion of the Collateral at any time subject thereto or deprive any Secured Party of any material portion of the security provided by the Lien created by the Indenture, the Global G&C Agreement or any other Related Documents shall require the consent of the Control Party, each affected Noteholder and each other affected Secured Party; (iii) any amendment, waiver or other modification that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of of, premium, if any, or interest on any Note and the other Obligations (or reduce the principal amount of of, premium, if any, or rate of interest on any Note) shall require Note and the consent of each Holder of the Note affected therebyother Obligations); (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder Noteholder; (C) change the provisions of the Priority of Payments; (D) change any place of payment where, or the coin or currency in which, any Notes and the other Obligations or the interest thereon is payable; (E) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes and the other Obligations owing to Noteholders on or after the respective due dates thereof, (F) subject to the ability of the Control Party to waive certain events as set forth in Section 9.7, amend or otherwise modify any of the specific language of the following definitions: “Default,” “Event of Default,” “Potential Rapid Amortization Event,” “Rapid Amortization Event” or “Insurer Default” (as defined in the Base Indenture or any applicable Series Supplement) or (G) amend, waive or otherwise modify this Section 12.2, shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of Control Party, each affected Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or and each other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.affected Secured Party;

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF, the Indenture Trustee and, unless otherwise specified in an Indenture Supplement for and the Requisite Investors (or the Required Noteholders of a Series of Notes, in respect of any amendment to the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied Series Supplement with respect to such amendment, modification, Series of Notes or waiver; provided, that, if any amendment to the Indenture which affects only the Noteholders of such amendment, modification or waiver Series of Notes and does not materially adversely affect the Noteholders of one or more, but not all, any other Series of Notes (Notes, as substantiated by an a Officer’s Certificate of the Issuer HVF to such effect); provided, however that this Indenture, any such Series Supplement and any Related Document may be amended without the consent of Notes that is not materially adversely affected by such amendmentany Noteholder, modification or waiver shall be deemed not but subject to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subjectany consents specified in a Series Supplement, in each caseorder to permit HVF to provide financing in the form of one or more rated and/or unrated asset backed securities and/or one or more credit facilities to PR Borrower for the purpose of acquiring vehicles for its car rental fleet in Puerto Rico or to make payments in reduction of the principal amount of other indebtedness of PR Borrower or for any other purpose which is permitted in the consents, if any, obtained pursuant to satisfaction of the Series Supplements; provided that the Rating Agency Condition with respect to each Series of Notes OutstandingOutstanding shall have been satisfied with respect to such amendment; provided, further that this Indenture may be amended by HVF without the consent of any Noteholder for the purpose of amending the definition of the term “Ineligible Non-Investment Grade Manufacturer Receivable Amount”; provided that the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such amendment. Notwithstanding the foregoing (but subject to the proviso in the immediately preceding sentence): (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount Principal Amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal BalanceAggregate Asset Amount”, “Outstanding Principal BalanceAggregate Asset Amount Deficiency”, “Eligible Manufacturer Program”, “Eligible Manufacturer”, “Eligible Program Manufacturer”, “Ineligible Asset Amount”, “Limited Liquidation Event of Default”, “Liquidation Event of Default” and or “OutstandingManufacturer Program” or the applicable amount of Enhancement shall require the consent of the Required Noteholderseach affected Noteholder; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note affected therebyNoteholder; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event appliesaffected Noteholder; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer HVF of any of its rights or obligations hereunder or under any other Transaction Documents Related Document to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents Related Document to which it is a party, except pursuant to the express terms hereof or of such Transaction Related Document; or (C) amend or otherwise modify any Servicer Default, shall require in each case the consent of Noteholders holding not less than 662/3% of the Required Noteholders; providedAggregate Principal Amount (or Noteholders holding not less than 662/3% of the aggregate Principal Amount Outstanding of any Series of Notes, however, if in respect of any such amendment, waiver, or other modification relating amendment to a Transaction Document relates solely Series Supplement with respect to a single such Series of Notes (or any amendment to the Indenture which affects only the Noteholders of such Series of Notes and does not affect the Noteholders of any other Series of Notes, as substantiated by an Officer’s Certificate of the Issuer HVF to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) . No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the this Indenture or any other Transaction Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.111.1, the provisions of this Base Indenture and any Indenture Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerRCFC, the Master Servicer, the Trustee, the Required Beneficiaries (or the Required Noteholders of a Series of Notes, in respect of any amendment, modification or waiver to this Base Indenture Trustee andor the Series Supplement with respect to such Series of Notes which affects only the Noteholders of such Series of Notes and does not affect the Noteholders of any other Series of Notes, unless otherwise as substantiated by an Opinion of Counsel to such effect, which Opinion of Counsel may, to the extent same is based on any factual matter, rely upon an Officer’s Certificate as to the truth of such factual matter), and such other parties as may be specified in an Indenture each Series Supplement for a Series of Notes, the Requisite Noteholders and (ii) upon meeting the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, that, if any such amendment, modification or waiver does not materially adversely affect the Noteholders of one or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Condition. Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding):foregoing: (i) any modification of this Section 12.2, 11.2 or any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount Principal Amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall will require the consent of each affected Noteholder or, as applicable, Noteholders holding the Required Noteholders;relevant percentage in Principal Amount of the Notes; and (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (Aa) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount Principal Amount of or rate of interest on any Note) shall require the consent of each Holder of the Note affected therebyNoteholder; (Bb) approve the assignment or transfer by RCFC of any of its rights or obligations hereunder will require the consent of each Noteholder; (c) release RCFC of any obligation hereunder will require the consent of each Noteholder; (d) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall will require the consent of such Noteholder; (e) release any Collateral other than in accordance with the terms hereof and of the Related Documents; or (Cf) amend or otherwise modify any Amortization Event shall will require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) affected Noteholder. No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the this Base Indenture or any other Transaction Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture Indenture, the G&C Agreement, any Supplement and any other Indenture Supplement Document to which the Trustee is a party (except as unless otherwise set forth provided in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing in a Supplement and is consented to in writing by the IssuerControl Party. Notwithstanding the foregoing: (i) any amendment, waiver or other modification that would reduce the Indenture Trustee and, unless otherwise specified in an Indenture Supplement for a percentage of the Aggregate Outstanding Principal Amount or the Outstanding Principal Amount of any Series of Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, that, if any such amendment, modification or waiver does not materially adversely affect consent of the Noteholders of one which is required for any Supplement under this Section 12.2 or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate the consent of the Issuer to such effect), Noteholders of which is required for any such Series waiver of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and compliance with the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction provisions of the Rating Agency Condition with respect to each Series of Notes Outstanding): (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes Indenture or any change other Related Document or defaults hereunder or thereunder and their consequences provided for in the definition of the terms “Pool Outstanding Principal Balance”herein and therein or for any other action hereunder or thereunder, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required NoteholdersControl Party and each affected Noteholder; (ii) any amendment, waiver or other modification that would permit the creation of any Lien ranking prior to this Base Indenture or on a parity with the Lien created by the Indenture, the G&C Agreement or any Indenture Supplement that would (A) extend other Related Documents with respect to any part of the due date forCollateral or, except as otherwise permitted by the Related Documents, terminate the Lien created by the Indenture, the G&C Agreement or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest other Related Documents on any Note (portion of the Collateral at any time subject thereto or reduce deprive any Secured Party of the principal amount of security provided by the Lien created by the Indenture, the G&C Agreement or rate of interest on any Note) other Related Documents shall require the consent of the Control Party, each Holder of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any and each other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; andaffected Secured Party; (iii) any amendment, waiver or other modification that would (A) approve extend the assignment due date for, or transfer by reduce the Issuer amount of any scheduled repayment or prepayment of principal of, premium, if any, or interest on any Note or of the other Obligations (or reduce the principal amount of, premium, if any, or rate of interest on any Note and the other Obligations); provided that the Control Party shall have the option, in its sole discretion, to waive the requirement set forth in Section 8.16(a) that Real Estate Asset Disposition Proceeds described in clause (ii) of such Section be Reinvested within 180 days of the applicable Real Estate Asset Disposition; (B) affect adversely the interests, rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee any other Secured Party individually in exercising comparison to any power or right under the Indenture other Noteholder or any other Transaction Document shall operate as a waiver thereofSecured Party; (C) change the provisions of the Indenture relating to the application of collections on, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise proceeds of any other power the sale of, the Collateral, including, without limitation, the Priority of Payments; provided that the Control Party shall have the option, in its sole discretion, to amend or right. (d) It shall not be necessary for otherwise modify the consent number of any Person days in each Interim Collection Period and the percentage of amounts that are allocated on each Interim Allocation Date pursuant to this Section for such Person to approve the particular form definitions of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.“Accrued Insurer Premiums Amount,” “Class A-1 Senior Notes Accrued Monthly Commitment Fee Amount,” “Class A-1 Senior Notes Accrued Monthly Uninsured Interest Amount,” “Senior Notes Accrued Monthly Insured Interest Amount,” “Senior Notes Accrued Monthly Post-ARD Contingent Uninsured Interest Amount,” “Senior Notes Accrued Scheduled Principal Payments Amount,” “Subordinated Notes Accrued Monthly Interest Amount,” “Subordinated Notes Accrued Monthly Post-ARD Contingent

With Consent of the Noteholders. (a) Except as provided in Section SECTIONS 8.23, 9.4 and 12.1, the provisions of this Base Indenture and Indenture, any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) and each other Related Document to which ARG II is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerARG II, the Indenture Trustee andTrustee, unless otherwise specified in an Indenture Supplement any applicable Enhancement Provider and the Required Noteholders of each Outstanding Series of Notes and the Rating Agency Confirmation Condition is satisfied for a each Outstanding Series of Notes, the Requisite Noteholders and (ii) ; PROVIDED that the Rating Agency Confirmation Condition is does not need to be satisfied with for any Outstanding Series of Notes in respect of which the consent of 100% of the Noteholders of such Outstanding Series of Notes has been obtained; PROVIDED further, that no consent of any Noteholders of any particular Outstanding Series of Notes shall be required to such any amendment, modificationmodification or waiver of or to this Indenture, or waiver; provided, that, any Series Supplement and any Related Document if any such amendment, modification or waiver does not materially adversely affect in any material respect the Noteholders of one or more, but not all, such Outstanding Series of Notes (as substantiated by an Officer’s Certificate Opinion of the Issuer Counsel to such effect), ) and the Rating Agency Confirmation Condition is satisfied with respect to such Series of Notes; PROVIDED further that any such amendment to any Group-Specific Related Document shall be deemed not to affect in any material respect the Noteholders of each Outstanding Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each a Series of Notes Outstanding):for which such Group-Specific Related Documents have been designated. Notwithstanding the foregoing: (i) any modification of this Section 12.2SECTION 12.1, any change in any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”"Group III Aggregate Asset Amount", “Outstanding Principal Balance” and “Outstanding” shall require the consent of the "Group-Specific Aggregate Asset Amount", "Group III Operating Lease Asset Amount", "Invested Amount", "Invested Percentage", "Group III Manufacturer Program", "Required Noteholders; (ii) any amendment", waiver "Supermajority Noteholders" or other modification to this Base Indenture "Requisite Investors" or the applicable amount of Enhancement or any Indenture Supplement that would (A) extend defined term used for the due date for, or reduce the interest rate or principal amount purpose of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) such definitions shall require the consent of each Holder of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.19.1 or any related provision in a Group Supplement, the provisions of this Base Indenture and any Indenture Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF II, the Trustee and the Requisite Indenture Trustee and, unless otherwise specified in an Indenture Supplement for a Series Investors (or the Requisite Group Investors of each Outstanding Group of Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with in respect to such amendment, modification, or waiver; provided, that, if of any such amendment, modification or waiver to the Base Indenture that materially adversely affects only the Noteholders of such Group of Notes and does not materially adversely affect the Noteholders of one or moreany other Group of Notes, but not all, Series of Notes (as substantiated by an Officer’s Certificate of the Issuer HVF II to such effect); provided, any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes OutstandingOutstanding shall have been satisfied with respect to each such amendment or modification. (b) Notwithstanding the foregoing (but subject to the proviso in the immediately preceding sentence): (i) any modification of this Section 12.2, 9.2 or any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount Principal Amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required Noteholderseach Noteholder materially adversely affected thereby; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note materially adversely affected therebyNoteholder; or (B) affect adversely in any material respect the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer HVF II of any of its rights or obligations hereunder or under any other Transaction Base Related Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents Base Related Document to which it is a party, except pursuant to the express terms hereof or of such Transaction Base Related Document, shall require in each case the consent of Noteholders holding not less than 66⅔% of the Required NoteholdersAggregate Indenture Principal Amount; provided, however, if that any such amendment, waiver, or other modification relating to a Transaction Base Related Document that relates solely to a single Series of Notes (as substantiated evidenced by an Officer’s Certificate of HVF II) shall require only the Issuer to consent of Noteholders holding not less than 66⅔% of the Principal Amount of such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly)Notes; provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Base Related Document or portion thereof that does not adversely affect in any material respect a Series of Notes (Notes, as substantiated evidenced by an Officer’s Certificate of the Issuer to such effect)HVF II, then such Series of Notes shall be deemed not to be Outstanding outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders Aggregate Indenture Principal Amount shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the this Base Indenture or any other Transaction Base Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Supplement (except as unless otherwise set forth provided in such Indenture Supplement) and each other Related Document to which TFFC is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerTFFC, the Indenture Trustee andServicer, unless otherwise specified in an Indenture Supplement for the Trustee, any applicable Enhancement Provider, the Rating Agencies, and the Required Beneficiaries (or the Required Noteholders of a Series of Notes, in respect of any amendment to this Indenture, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied Supplement with respect to such amendment, modification, Series of Notes or waiver; provided, that, if any Related Document which affects only the Noteholders of such amendment, modification or waiver Series of Notes and does not materially adversely affect the Noteholders of one or more, but not all, any other Series of Notes (Notes, as substantiated by an Officer’s Certificate Opinion of the Issuer Counsel to such effect, which Opinion of Counsel may, to the extent same is based on any factual matter, rely upon an Officers' Certificate as to the truth of such factual matter), any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) . Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding):foregoing: (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant a certain percentage in principal amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”"Aggregate Asset Amount" or "Asset Amount Deficiency" (other than in connection with the issuance of a Segregated Series of Notes), “Outstanding Principal Balance” and “Outstanding” shall require "Eligible Manufacturer" or "Eligible Repurchase Program" (other than in connection with a waiver of such eligibility requirement by the consent of the Required Noteholders; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount Noteholders of any NoteSeries of Notes, but only to the extent so provided in the related Supplement in respect of such Series of Notes), "Invested Amount", "Invested Percentage", or the applicable amount of Enhancement or any scheduled repayment or prepayment defined term used for the purpose of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) such definitions shall require the consent of each Holder of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.113.1, the provisions of this Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) and each other Related Document to which any Issuer is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the each Issuer, the Indenture Trustee and, unless otherwise specified in an Indenture Supplement for a Series of Notes, (acting at the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, that, if any such amendment, modification or waiver does not materially adversely affect the Noteholders of one or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate direction of the Issuer to such effect), any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (Controlling Party) and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding Controlling Party. In addition to the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding):foregoing: (i) (w) any modification of this Section 12.213.2, (x) any change in any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes Notes, (y) any change in the definition of the term “Aggregate Note Balance” or any defined term used for the purpose of such definition and (z) any change in the definition of the terms “Pool Outstanding Principal Balance”Aggregate Asset Amount,” “Aggregate Asset Amount Deficiency,” “Discounted Aggregate Asset Amount” or any defined term used for the purpose of any such definitions, “Outstanding Principal Balance” and “Outstanding” which change, solely in the case of clause (z), could reasonably be expected to have a material adverse effect on any Noteholder, shall require the consent of the Required Noteholders;each affected Noteholder; and (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (Aa) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note affected therebyNoteholder; (Bb) approve the assignment or transfer by any Issuer of any of its rights or obligations hereunder or under any other Related Document to which it is a party except pursuant to the express terms hereof or thereof shall require the consent of each Noteholder; (c) release any obligor under any Related Document to which it is a party except pursuant to the express terms of such Related Document shall require the consent of each Noteholder; (d) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (Ce) amend or otherwise modify any Rapid Amortization Event not subject to waiver shall require the consent of each Noteholder affected Noteholder. The Issuers shall give, or cause to which such Amortization Event applies; and (iii) any amendmentbe given, waiver or other modification that would (A) approve the assignment or transfer by the Issuer prior written notice of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not amendment to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person made pursuant to this Section for such Person 13.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereofeach Rating Agency.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF, the Trustee and the Requisite Indenture Trustee and, unless otherwise specified in an Indenture Supplement for Investors (or the Required Noteholders of a Series of Indenture Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with in respect to such amendment, modification, or waiver; provided, that, if of any such amendment, modification or waiver to the Series Supplement with respect to such Series of Indenture Notes or any amendment, modification or waiver to the Indenture which materially adversely affects only the Indenture Noteholders of such Series of Indenture Notes and does not materially adversely affect the Indenture Noteholders of one or more, but not all, any other Series of Notes (Indenture Notes, as substantiated by an Officer’s Certificate of the Issuer HVF to such effect); provided, any such that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding shall have been satisfied with respect to each such amendment or modification; provided, further that is not materially adversely affected by such (i) any amendment, modification or waiver of this Indenture that materially and adversely affects only the Notes, as evidenced by an Officer’s Certificate of HVF, shall require the consent of the Requisite Investors rather than the Requisite Indenture Investors; (ii) this Indenture may be amended by HVF without the consent of any Indenture Noteholders for the purpose of amending the definition of the term “Ineligible Non-Investment Grade Manufacturer Receivable Amount”; and (iii) HVF shall be permitted to issue any Subordinated Series of Indenture Notes and effect any amendments hereto reasonably necessary to effect such issuance without the consent of any Indenture Noteholder (other than the Required Noteholders of each such previously issued subordinated Series of Indenture Notes); provided that the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding shall have been satisfied with respect to such issuance of such Subordinated Series of Indenture Notes and that each such Subordinated Series of Indenture Notes shall be deemed not to be Outstanding for purposes subordinated in all material respects to each Segregated Series of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly)Notes. (b) Notwithstanding the foregoing (but subject, subject to the first proviso in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstandingimmediately preceding sentence): (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Indenture Noteholders holding the relevant percentage in principal amount Principal Amount of the Indenture Notes or any change in the definition of the terms “Pool Outstanding Principal BalanceAggregate Asset Amount”, “Outstanding Principal BalanceAggregate Asset Amount Deficiency”, “Eligible Manufacturer Program”, “Eligible Manufacturer”, “Eligible Program Manufacturer”, “Ineligible Asset Amount”, “Limited Liquidation Event of Default”, “Liquidation Event of Default” and or “OutstandingManufacturer Program” or the applicable amount of Enhancement shall require the consent of the Required Noteholderseach Indenture Noteholder materially adversely affected thereby; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Indenture Note (or reduce the principal amount of or rate of interest on any Indenture Note) shall require the consent of each Holder of the Note materially adversely affected therebyIndenture Noteholder; (B) affect adversely in any material respect the interests, rights or obligations of any Indenture Noteholder individually in comparison to any other Indenture Noteholder shall require the consent of such Indenture Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Indenture Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not materially adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.affected thereby;

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Supplement (except as unless otherwise set forth provided in such Indenture Supplement) and each other Related Document to which CRCF is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerCRCF, the Indenture Trustee andTrustee, unless otherwise specified in an Indenture Supplement for any applicable Enhancement Provider, and the Requisite Investors (or the Required Noteholders of a Series of Notes, in respect of any amendment to this Base Indenture, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied Supplement with respect to such amendment, modification, Series of Notes or waiver; provided, that, if any Related Document which affects only the Noteholders of such amendment, modification or waiver Series of Notes and does not materially adversely affect the Noteholders of one or more, but not all, any other Series of Notes (Notes, as substantiated by an Opinion of Counsel to such effect, which Opinion of Counsel may, to the extent same is based on any factual matter, rely upon an Officer’s Certificate as to the truth of the Issuer to such effect), any such Series of Notes factual matter) and provided that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Consent Condition with respect to each Series of Notes Outstanding):is satisfied. Notwithstanding the foregoing: (i) any modification of this Section 12.2, any change in any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal BalanceAggregate Asset Amount” or “Aggregate Asset Amount Deficiency” (other than in connection with the issuance of a Segregated Series of Notes), “Eligible Program Manufacturer”, “Outstanding Principal BalanceEligible Non-Program Manufacturer” and or “OutstandingEligible Manufacturer Program” (other than in connection with a waiver of such eligibility requirement by the Noteholders of any Series of Notes, but only to the extent so provided in the related Supplement in respect of such Series of Notes), “Invested Amount”, “Invested Percentage”, or the applicable amount of Enhancement or any defined term used for the purpose of any such definitions shall require the consent of the Required Noteholders;each affected Noteholder; and (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (Aa) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note affected therebyNoteholder; (Bb) approve the assignment or transfer by CRCF of any of its rights or obligations hereunder or under any other Related Document to which it is a party except pursuant to the express terms hereof or thereof shall require the consent of each Noteholder; (c) release any obligor under any Related Document to which it is a party except pursuant to the express terms of such Related Document shall require the consent of each Noteholder; provided, however, that the Liens on Vehicles may be released as provided in Section 3.5; (d) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (Ce) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) affected Noteholder. No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the this Base Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.Related Document

With Consent of the Noteholders. (a) Except as provided in Section 12.111.1, the provisions of this Base Indenture and any Indenture Supplement (except as unless otherwise set forth provided in such Indenture Supplement) and each other Related Document to which Thrifty Finance is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerThrifty Finance, the Indenture Trustee andServicer, unless otherwise specified in an Indenture Supplement for the Trustee, any applicable Enhancement Provider, the Rating Agencies, and the Required Beneficiaries (or the Required Noteholders of a Series of Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with in respect to such amendment, modification, or waiver; provided, that, if of any such amendment, modification or waiver to this Indenture, the Supplement with respect to such Series of Notes or any Related Document which affects only the Noteholders of such Series of Notes and does not materially adversely affect the Noteholders of one or more, but not all, any other Series of Notes (Notes, as substantiated by an Officer’s Certificate Opinion of the Issuer Counsel to such effect, which Opinion of Counsel may, to the extent same is based on any factual matter, rely upon an Officer's Certificate as to the truth of such factual matter), any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) . Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding):foregoing: (i) any modification of this Section 12.211.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”"Aggregate Asset Amount" or "Asset Amount Deficiency" (other than in connection with the issuance of a Segregated Series of Notes), “Outstanding Principal Balance” and “Outstanding” shall require "Eligible Manufacturer" or "Eligible Vehicle Disposition Program" (other than in connection with a waiver of such eligibility requirement by the consent of the Required Noteholders; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount Noteholders of any NoteSeries of Notes, but only to the extent so provided in the related Supplement in respect of such Series of Notes), "Invested Amount", "Invested Percentage", or the applicable amount of Enhancement or any scheduled repayment or prepayment defined term used for the purpose of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall such definitions will require the consent of each Holder affected Noteholder or, as applicable, Noteholders holding the relevant percentage in principal amount of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event appliesNotes; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Indenture Supplement (except as unless otherwise set forth provided in such Indenture Supplement) and each other Related Document to which NFLP is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerNFLP, National, the Indenture Trustee andTrustee, unless otherwise specified in an Indenture Supplement for any applicable Enhancement Provider, the Rating Agencies, and the Requisite Investors (or the Required Noteholders of a Series of Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with in respect to such amendment, modification, or waiver; provided, that, if of any such amendment, modification or waiver of or to this Indenture, the Supplement with respect to such Series of Notes or any Related Document which affects only the Noteholders of such Series of Notes and does not materially adversely affect the Noteholders of one or more, but not all, any other Series of Notes (Notes, as substantiated by an Officer’s Certificate opinion of the Issuer Counsel to such effect, which Opinion of Counsel may, to the extent same is based on any factual matter, rely upon an Officer's Certificate as to the truth of such factual matter), any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) . Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding):foregoing: (i) any modification of this Section 12.2, any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”"Aggregate Asset Amount" or "Asset Amount Deficiency" (other than in connection with the issuance of a Segregated Series of Notes), “Outstanding Principal Balance” and “Outstanding” shall require "Eligible Manufacturer" or "Eligible Manufacturer Program" (other than in connection with a waiver of such eligibility requirement by the consent of the Required Noteholders; (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount Noteholders of any NoteSeries of Notes, but only to the extent so provided in the related Supplement in respect of such Series of Notes), "Invested Amount", "Invested Percentage", or the applicable amount of Enhancement or any scheduled repayment or prepayment defined term used for the purpose of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) such definitions shall require the consent of each Holder of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

With Consent of the Noteholders. (a) Except as provided in Section 12.113.1, the provisions of this 2007-1 Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) and each other Related Document to which any Issuer is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the each Issuer, the Indenture Trustee and, unless otherwise specified in an Indenture Supplement for a Series of Notes, (acting at the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, that, if any such amendment, modification or waiver does not materially adversely affect the Noteholders of one or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate direction of the Issuer to such effect), any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (Controlling Party) and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding Controlling Party. In addition to the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding):foregoing: (i) (w) any modification of this Section 12.213.2, (x) any change in any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes Notes, (y) any change in the definition of the term “Aggregate Note Balance” or any defined term used for the purpose of such definition and (z) any change in the definition of the terms “Pool Outstanding Principal Balance”Aggregate Asset Amount,” “Aggregate Asset Amount Deficiency,” “Discounted Aggregate Asset Amount” or any defined term used for the purpose of any such definitions, “Outstanding Principal Balance” and “Outstanding” which change, solely in the case of clause (z), could reasonably be expected to a material adverse effect on any Noteholder, shall require the consent of the Required Noteholders;each affected Noteholder; and (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (Aa) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note affected therebyNoteholder; (Bb) approve the assignment or transfer by any Issuer of any of its rights or obligations hereunder or under any other Related Document to which it is a party except pursuant to the express terms hereof or thereof shall require the consent of each Noteholder; (c) release any obligor under any Related Document to which it is a party except pursuant to the express terms of such Related Document shall require the consent of each Noteholder; (d) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (Ce) amend or otherwise modify any Rapid Amortization Event not subject to waiver shall require the consent of each Noteholder affected Noteholder. The Issuers shall give, or cause to which such Amortization Event applies; and (iii) any amendmentbe given, waiver or other modification that would (A) approve the assignment or transfer by the Issuer prior written notice of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not amendment to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person made pursuant to this Section for such Person 13.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereofeach Rating Agency.

With Consent of the Noteholders. (a) Except as provided in Section 12.113.1, the provisions of this 2010-1 Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) and each other Related Document to which any Issuer is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the each Issuer, the Indenture Trustee and, unless otherwise specified in an Indenture Supplement for a Series of Notes, the Requisite Noteholders and (ii) the Rating Agency Condition is satisfied with respect to such amendment, modification, or waiver; provided, that, if any such amendment, modification or waiver does not materially adversely affect the Noteholders of one or more, but not all, Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), any such Series of Notes that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding Required Noteholders. In addition to the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding):foregoing: (i) (w) any modification of this Section 12.213.2, (x) any change in any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes Notes, (y) any change in the definition of the term “Aggregate Note Balance” or any defined term used for the purpose of such definition and (z) any change in the definition of the terms “Pool Outstanding Principal Balance”Aggregate Asset Amount,” “Aggregate Asset Amount Deficiency,” “Discounted Aggregate Asset Amount” or any defined term used for the purpose of any such definitions, “Outstanding Principal Balance” and “Outstanding” which change, solely in the case of clause (z), could reasonably be expected to have a material adverse effect on any Noteholder, shall require the consent of the Required Noteholders;each affected Noteholder; and (ii) any amendment, waiver or other modification to this Base Indenture or any Indenture Supplement that would (Aa) extend the due date for, or reduce the interest rate or principal amount of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each Holder of the Note affected therebyNoteholder; (Bb) approve the assignment or transfer by any Issuer of any of its rights or obligations hereunder or under any other Related Document to which it is a party except pursuant to the express terms hereof or thereof shall require the consent of each Noteholder; (c) release any obligor under any Related Document to which it is a party except pursuant to the express terms of such Related Document shall require the consent of each Noteholder; (d) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (Ce) amend or otherwise modify any Rapid Amortization Event not subject to waiver shall require the consent of each Noteholder affected Noteholder. The Issuers shall give, or cause to which such Amortization Event applies; and (iii) any amendmentbe given, waiver or other modification that would (A) approve the assignment or transfer by the Issuer prior written notice of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not amendment to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person made pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents 13.2 to the substance thereofRating Agency.

With Consent of the Noteholders. (a) Except as provided in Section 12.110.1, the provisions of this Base Indenture and any Indenture Group I Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF II, the Indenture Trustee andand the Requisite Group I Investors, unless otherwise specified provided that, with respect to any such amendment, modification or waiver that does not adversely affect in an Indenture Supplement for a any material respect one or more Series of Group I Notes, as evidenced by an Officer’s Certificate of HVF II, each such Series of Group I Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the Requisite Noteholders Group I Investors (including the Aggregate Group I Principal Amount) will be modified accordingly) and (ii) the Rating Agency Condition with respect to each Series of Group I Notes Outstanding is satisfied with respect to such amendment, modification, or waiver; provided, provided that, if HVF II shall be permitted to issue any Subordinated Series of Group I Notes and effect any amendments hereto reasonably necessary to effect such amendment, modification or waiver does not materially adversely affect issuance without the consent of any Group I Noteholder (other than the Required Noteholders of one or more, but not all, each such previously issued Subordinated Series of Group I Notes); provided further that, the Rating Agency Condition with respect to each Series of Group I Notes (as substantiated by an Officer’s Certificate of the Issuer Outstanding shall have been satisfied with respect to such effect), any issuance of such Subordinated Series of Group I Notes and that is not materially adversely affected by such amendment, modification or waiver each Subordinated Series of Group I Notes shall be deemed not to be Outstanding for purposes subordinated in all material respects to each Series of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly)Group I Notes. (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Group I Notes Outstanding): (i) any modification of this Section 12.2, 10.2 or any requirement hereunder that any particular action be taken by Group I Noteholders holding the relevant percentage in principal amount Principal Amount of the Group I Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required Noteholders;each Group I Noteholder materially adversely affected thereby; and (ii) any amendment, waiver or other modification to this Base Indenture Group I Supplement or any Indenture Group I Series Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Group I Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Group I Note (or reduce the principal amount of or rate of interest on any Group I Note) shall require the consent of each Holder holder of the such Group I Note materially adversely affected thereby; (B) affect adversely in any material respect the interests, rights or obligations of any Group I Noteholder individually in comparison to any other Group I Noteholder shall require the consent of such Group I Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Group I Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification applies that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not materially adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly)affected thereby. (c) No failure or delay on the part of any Group I Noteholder or the Indenture Trustee in exercising any power or right under the Indenture this Group I Supplement or any other Transaction Group I Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right; provided that, for the avoidance of doubt, any exercise of any such right or power shall remain subject to each condition expressly specified in any Group I Related Document with respect to such exercise. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) HVF II will not consent to the issuance of any series of notes by a Group I Leasing Company under its Group I Leasing Company Related Documents that is secured by the same pool of assets that is direct collateral for a Group I Leasing Company Note without the prior written consent of the Requisite Group I Investors.

With Consent of the Noteholders. (a) Except as provided in Section 12.110.1, the provisions of this Base Indenture and any Indenture Group II Supplement (except as otherwise set forth in such Indenture Supplement) may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerHVF II, the Indenture Trustee andand the Requisite Group II Investors, unless otherwise specified provided that, with respect to any such amendment, modification or waiver that does not adversely affect in an Indenture Supplement for a any material respect one or more Series of Group II Notes, as evidenced by an Officer’s Certificate of HVF II, each such Series of Group II Notes will be deemed not Outstanding for purposes of the foregoing consent (and the calculation of the Requisite Noteholders Group II Investors (including the Aggregate Group II Principal Amount) will be modified accordingly) and (ii) the Rating Agency Condition with respect to each Series of Group II Notes Outstanding is satisfied with respect to such amendment, modification, or waiver; provided, provided that, if HVF II shall be permitted to issue any Subordinated Series of Group II Notes and effect any amendments hereto reasonably necessary to effect such amendment, modification or waiver does not materially adversely affect issuance without the consent of any Group II Noteholder (other than the Required Noteholders of one or more, but not all, each such previously issued Subordinated Series of Group II Notes); provided further that, the Rating Agency Condition with respect to each Series of Group II Notes (as substantiated by an Officer’s Certificate of the Issuer Outstanding shall have been satisfied with respect to such effect), any issuance of such Subordinated Series of Group II Notes and that is not materially adversely affected by such amendment, modification or waiver each Subordinated Series of Group II Notes shall be deemed not to be Outstanding for purposes subordinated in all material respects to each Series of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly)Group II Notes. (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Condition with respect to each Series of Group II Notes Outstanding): (i) any modification of this Section 12.2, 10.2 or any requirement hereunder that any particular action be taken by Group II Noteholders holding the relevant percentage in principal amount WEIL:\95390710\1\99910.6247 Principal Amount of the Group II Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”, “Outstanding Principal Balance” and “Outstanding” shall require the consent of the Required Noteholders;each Group II Noteholder materially adversely affected thereby; and (ii) any amendment, waiver or other modification to this Base Indenture Group II Supplement or any Indenture Group II Series Supplement that would (A) extend the due date for, or reduce the interest rate or principal amount of any Group II Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Group II Note (or reduce the principal amount of or rate of interest on any Group II Note) shall require the consent of each Holder holder of the such Group II Note materially adversely affected thereby; (B) affect adversely in any material respect the interests, rights or obligations of any Group II Noteholder individually in comparison to any other Group II Noteholder shall require the consent of such Group II Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Group II Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification applies that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not materially adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly)affected thereby. (c) No failure or delay on the part of any Group II Noteholder or the Indenture Trustee in exercising any power or right under the Indenture this Group II Supplement or any other Transaction Group II Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right; provided that, for the avoidance of doubt, any exercise of any such right or power shall remain subject to each condition expressly specified in any Group II Related Document with respect to such exercise. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof. (e) HVF II will not consent to the issuance of any series of notes by a Group II Leasing Company under its Group II Leasing Company Related Documents that is secured by the same pool of assets that is direct collateral for a Group II Leasing Company Note without the prior written consent of the Requisite Group II Investors.

With Consent of the Noteholders. (a) Except as provided in Section 8.23, 9.4 and 12.1, the provisions of this Base Indenture and any Indenture Series Supplement (except as unless otherwise set forth provided in such Indenture Series Supplement) and each other Related Document to which ARG is a party may from time to time be amended, modified or waived, if (i) such amendment, modification or waiver is in writing and is consented to in writing by the IssuerARG, the Indenture Trustee andTrustee, unless otherwise specified in an Indenture any applicable Enhancement Provider and the Required Noteholders of each Outstanding Series of Notes; provided that, if such amendment, modification or waiver of or to this Indenture, the Series Supplement for with respect to a Series of NotesNotes or any Related Document does not affect the Noteholders of a particular Series of Notes (as substantiated by an Opinion of Counsel to such effect), then the Requisite consent of the Noteholders and (ii) the Rating Agency Condition is satisfied with respect of such Series shall not be required to such amendment, modification, modification or waiver; providedprovided further, thatthat no consent of Noteholders shall be required to any amendment, modification or waiver of or to any Related Document if any such amendment, modification or waiver does not materially adversely affect in any material respect the Noteholders of one or more, but not all, any Series of Notes (as substantiated by an Officer’s Certificate Opinion of the Issuer Counsel to 79 79 such effect), any such Series of Notes ) and provided further that is not materially adversely affected by such amendment, modification or waiver shall be deemed not to be Outstanding for purposes of obtaining such consent (and the related calculation of Requisite Noteholders shall be modified accordingly). (b) Notwithstanding the foregoing (but subject, in each case, to satisfaction of the Rating Agency Confirmation Condition is satisfied with respect to each affected Series of Notes Outstanding):Notes. Notwithstanding the foregoing: (i) any modification of this Section 12.2, any change in any requirement hereunder that any particular action be taken by Noteholders holding the relevant percentage in principal amount of the Notes or any change in the definition of the terms “Pool Outstanding Principal Balance”"Aggregate Asset Amount", “Outstanding Principal Balance” and “Outstanding” shall require the consent of the "Operating Lease Asset Amount", "Invested Amount", "Invested Percentage", "Manufacturer Program", "Required Noteholders; (ii) any amendment", waiver "Supermajority Noteholders" or other modification to this Base Indenture "Requisite Investors" or the applicable amount of Enhancement or any Indenture Supplement that would (A) extend defined term used for the due date for, or reduce the interest rate or principal amount purpose of any Note, or the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) such definitions shall require the consent of each Holder of the Note affected thereby; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or otherwise modify any Amortization Event shall require the consent of each Noteholder to which such Amortization Event applies; and (iii) any amendment, waiver or other modification that would (A) approve the assignment or transfer by the Issuer of any of its rights or obligations hereunder or under any other Transaction Documents to which it is a party, except pursuant to the express terms hereof or thereof; or (B) release any obligor under any Transaction Documents to which it is a party, except pursuant to the express terms hereof or of such Transaction Document, shall require in each case the consent of the Required Noteholders; provided, however, if any such amendment, waiver, or other modification relating to a Transaction Document relates solely to a single Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then all other Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly); provided, further that with respect to any such amendment, waiver or other modification relating to a Transaction Document or portion thereof that does not adversely affect in any material respect a Series of Notes (as substantiated by an Officer’s Certificate of the Issuer to such effect), then such Series of Notes shall be deemed not to be Outstanding for purposes of obtaining the foregoing consent (and the related calculation of Required Noteholders shall be modified accordingly). (c) No failure or delay on the part of any Noteholder or the Indenture Trustee in exercising any power or right under the Indenture or any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. (d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.