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 Indenture and any Series Supplement (unless otherwise provided in such Series Supplement) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by HVF, the Trustee and the Requisite Indenture Investors (or the Required Noteholders of a Series of Indenture Notes, in respect of any 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 any other Series of Indenture Notes, as substantiated by an Officer’s Certificate of HVF to such effect); provided, 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 (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 to be subordinated in all material respects to each Segregated Series of Notes.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Indenture and any Series Supplement (unless otherwise provided in such Series Supplement) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by HVF, the Trustee and the Requisite Indenture Investors (or the Required Noteholders of a Series of Indenture Notes, in respect of any amendment, modification or waiver amendment to the Series Supplement with respect to such Series of Indenture Notes or any amendment, modification or waiver amendment 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 any other Series of Indenture Notes, as substantiated by an a Officer’s Certificate of HVF to such effect); provided, however that this Indenture, any Series Supplement and any Related Document may be amended without the consent of any Noteholder, but subject to any consents specified in a Series Supplement, in order 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 the Series Supplements; provided 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 modificationamendment; provided, further that (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 Noteholder 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 amendment. Notwithstanding the foregoing (but subject to be subordinated the proviso in all material respects to each Segregated Series of Notes.the immediately preceding sentence):

With Consent of the Noteholders. (a) Except as provided in Section SECTIONS 8.23, 9.4 and 12.1, the provisions of this Indenture and Indenture, any Series Supplement (unless otherwise provided in such 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 such amendment, modification or waiver is in writing and consented to in writing by HVFARG II, the Trustee Trustee, any applicable Enhancement Provider and the Requisite Indenture Investors (or the Required Noteholders of a each Outstanding Series of Indenture Notes, in respect of any amendment, modification or waiver to Notes and the Series Supplement with respect to such Rating Agency Confirmation Condition is satisfied for each Outstanding 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 any other Series of Indenture Notes, as substantiated by an Officer’s Certificate of HVF to such effect); provided, PROVIDED that the Rating Agency Confirmation Condition with respect does not need to each be satisfied for any Outstanding Series of Indenture 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 have been satisfied with respect be required to each such amendment or modification; provided, further that (i) any amendment, modification or waiver of or to this Indenture that materially Indenture, any Series Supplement and any Related Document if such amendment, modification or waiver does not adversely affects only affect in any material respect the Notes, Noteholders of such Outstanding Series of Notes (as evidenced substantiated by an Officer’s Certificate Opinion of HVF, shall require the consent of the Requisite Investors rather than the Requisite Indenture Investors; (iiCounsel to such effect) 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 Confirmation Condition with respect to each Series of Indenture Notes Outstanding shall have been is satisfied with respect to such issuance of such Subordinated Series of Indenture Notes and Notes; PROVIDED further that each such Subordinated Series of Indenture Notes any amendment to any Group-Specific Related Document shall be deemed not to be subordinated affect in all any material respects to respect the Noteholders of each Segregated Outstanding Series of Notes.Notes that is not a Series of Notes for which such Group-Specific Related Documents have been designated. Notwithstanding the foregoing:

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Series Supplement (unless otherwise provided in such Series Supplement) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by HVFZVF, the Trustee and the Requisite Indenture Investors (or the Required Noteholders of a Series of Indenture Notes, in respect of any amendment, modification or waiver to the Series Supplement with respect to such Series of Indenture Notes or any amendment, modification or waiver to the 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 any other Series of Indenture Notes, as substantiated by an Officer’s Certificate of HVF ZVF to such effect); 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 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 HVFZVF, shall require the consent of the Requisite Investors rather than the Requisite Indenture Investors; and (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 ZVF 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 Subordinated Series of Indenture Notes); 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 such issuance of such Subordinated Series of Indenture Notes and that each such Subordinated Series of Indenture Notes shall be deemed to be subordinated in all material respects to each Segregated Series of Notes.

With Consent of the Noteholders. (a) Except as provided in Section 12.1, the provisions of this Base Indenture and any Series Supplement (unless otherwise provided in such Series Supplement) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by HVFZVF, the Trustee and the Requisite Indenture Investors (or the Required Noteholders of a Series of Indenture Notes, in respect of any amendment, modification or waiver to the Series Supplement with respect to such Series of Indenture Notes or any amendment, modification or waiver to the 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 any other Series of Indenture Notes, as substantiated by an Officer’s Certificate of HVF ZVF to such effect); 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 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 HVFZVF, shall require the consent of the Requisite Investors rather than the Requisite Indenture Investors; (ii) this Indenture may be amended by HVF 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) HVF ZVF 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 Subordinated Series of Indenture Notes); 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 such issuance of such Subordinated Series of Indenture Notes and that each such Subordinated Series of Indenture Notes shall be deemed to be subordinated in all material respects to each Segregated Series of Notes.