Common use of Without Consent of the Noteholders Clause in Contracts

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, at any time and from time to time, may amend, modify, or waive the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplement: (a) to create a new Series of Notes; (b) to add to the covenants of the Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Noteholders; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (f) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA; provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, such action shall not adversely affect in any material respect the interests of any Noteholder.

Without Consent of the Noteholders. (a) Without the consent of any Group II Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, at any time and from time to time, HVF II and the Trustee may amend, modify, or waive the provisions of this Base Indenture or, unless otherwise specified therein, Group II Supplement or any Indenture Group II Series Supplement: (ai) to create a new Series of Group II Notes; (bii) to add to the covenants of the Issuer HVF II for the benefit of any Group II Noteholders (and if such covenants are to be for the benefit of less than all Series of Group II Notes, stating that such covenants are expressly being included solely for the benefit of such SeriesSeries of Group II Notes) or to surrender any right or power herein conferred upon the Issuer HVF II (provided, however, that the Issuer HVF II will not pursuant to this Section 12.1(b10.1(a)(ii) surrender any right or power it has under the Transaction any Group II Related Documents); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Group II Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture Group II Supplement or as may, consistent with the provisions of the IndentureGroup II Supplement, be deemed appropriate by HVF II and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Group II Noteholders; (div) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture this Group II Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ev) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vi) to add to or change any of the provisions of this Group II Supplement to such extent as shall be necessary to permit or facilitate the issuance of Group II Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Group II Notes of one or more Series of Group II Notes and to add to or change any of the provisions of the Indenture this Group II Supplement as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (fviii) to correct or supplement any provision herein or in any Indenture Supplement which that may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture Group II Supplement or in any Indenture Group II Series Supplement; or (gix) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be effect any amendments hereto reasonably necessary to effect accommodate the qualification purchase of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAAdditional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of the IssuerHVF II, such action shall not adversely affect in any material respect the interests of any NoteholderGroup II Noteholder or Group II Series Enhancement Provider.

Without Consent of the Noteholders. Without the consent of any Noteholder, Noteholder but subject to satisfaction with the consent of the Rating Agency ConditionAgencies, NFLP, the Issuer Trustee, and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplement:following purposes; (a) to create a new Series of Notes (including, without limitation, making such modifications to the Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes; provided, however, that the creation of any Segregated Series of Notes shall not result in a material adverse effect on the Noteholders or Note Owners of any Series unless the Required Noteholders of such Series shall have given their prior written consent to the creation thereof); (b) to add to the covenants of the Issuer NFLP for the benefit of the Noteholders of all or any Noteholders Series of Notes (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer NFLP (provided, however, that the Issuer NFLP will not pursuant to this Section subsection 12.1(b) surrender any right or power it has under against the Transaction DocumentsServicer, the Lessee or any Manufacturer); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by NFLP and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of the IssuerCounsel, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders. Upon the request of NFLP, accompanied by a resolution of the Board of Directors authorizing the execution of any Supplement to effect such amendment, and upon receipt by the Trustee and National of the documents described in Section 2.2 hereof, the Trustee shall join with NFLP in the execution of any Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction the Issuers and the Trustee (solely as long as a Financial Insurance Provider is the Controlling Party, acting at the direction of the Rating Agency Condition, the Issuer and the Indenture TrusteeControlling Party), at any time and from time to time, may, with the written consent of the Controlling Party (solely as long as a Financial Insurance Provider is the Controlling Party), enter into one or more Supplements hereto, in form satisfactory to the Trustee, and any Issuer may amendamend or otherwise modify any Related Document to which it is a party, modify, or waive in each case for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (a) subject to Section 2.3, to create a new Series of Notes; (b) to add to the covenants of the any Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) Secured Parties or to surrender any right or power herein conferred upon the any Issuer (provided, however, that the no Issuer will not pursuant to this Section 12.1(bsubsection 13.1(b) surrender any right or power it has against any other Issuer, the Nominee Titleholder, the Fleet Manager or any Rental Company under the Transaction Related Documents); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property prop-erty or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerIssuers and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersSecured Parties; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in Related Document to which any Notes issued hereunderIssuer is a party; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;Notes; or (f) to correct or supplement any provision herein or in any Indenture Supplement Related Document to which any Issuer is a party which may be inconsistent with any other provision herein or therein or to make consistent any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA hereunder or under any similar federal statute hereafter enacted and Related Document to add to the Indenture such other provisions as may be expressly required by the TIAwhich any Issuer is a party; provided, however, that, so long as evidenced by an Officer’s Certificate of a Financial Insurance Provider is not the IssuerControlling Party, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders, as evidenced by an Opinion of Counsel delivered to the Trustee; provided further that the failure of any Financial Insurance Provider to respond to the Issuers’ written request for consent to any amendment pursuant to clause (d) or (f) above (which request refers to this Section 13.1 and includes the text of this proviso therein in its entirety) within fifteen (15) Business Days of actual receipt thereof by an Authorized Officer of such Financial Insurance Provider will constitute such Controlling Party’s consent to such amendment. Upon the request of the Issuers, the Trustee shall join with the Issuers in the execution of any Supplement authorized or permitted by the terms of the Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which adversely affects its own rights, duties or immunities under the Indenture or otherwise. The Issuers shall give, or cause to be given, prior written notice of any amendment to be made pursuant to this Section 13.1 to each Rating Agency.

Without Consent of the Noteholders. (a) Without the consent of any Group I Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, at any time and from time to time, HVF II and the Trustee may amend, modify, or waive the provisions of this Base Indenture or, unless otherwise specified therein, Group I Supplement or any Indenture Group I Series Supplement: (ai) to create a new Series of Group I Notes; (bii) to add to the covenants of the Issuer HVF II for the benefit of any Group I Noteholders (and if such covenants are to be for the benefit of less than all Series of Group I Notes, stating that such covenants are expressly being included solely for the benefit of such SeriesSeries of Group I Notes) or to surrender any right or power herein conferred upon the Issuer HVF II (provided, however, that the Issuer HVF II will not pursuant to this Section 12.1(b10.1(a)(ii) surrender any right or power it has under the Transaction any Group I Related Documents); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Group I Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture Group I Supplement or as may, consistent with the provisions of the IndentureGroup I Supplement, be deemed appropriate by HVF II and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Group I Noteholders; (div) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture this Group I Supplement or in any Group I Series Supplement or in any Group I Notes issued hereunder; (ev) to provide for uncertificated Group I Notes in addition to certificated Group I Notes; (vi) to add to or change any of the provisions of this Group I Supplement to such extent as shall be necessary to permit or facilitate the issuance of Group I Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Group I Notes of one or more Series of Group I Notes and to add to or change any of the provisions of the Indenture this Group I Supplement as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (fviii) to correct or supplement any provision herein or in any Indenture Supplement which that may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture Group I Supplement or in any Indenture Group I Series Supplement; or (gix) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be effect any amendments hereto reasonably necessary to effect accommodate the qualification purchase of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAAdditional Group I Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of the IssuerHVF II, such action shall not adversely affect in any material respect the interests of any NoteholderGroup I Noteholder or Group I Series Enhancement Provider.

Without Consent of the Noteholders. (a) Without the consent of any Indenture Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer HVF and the Indenture Trustee, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (ai) to create a new Series of Indenture Notes (including, without limitation, making such modifications to this Base Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes); (bii) to add to the covenants of the Issuer HVF for the benefit of any Indenture Noteholders (and if such covenants are to be for the benefit of less than all Series of Indenture Notes, stating that such covenants are expressly being included solely for the benefit of such SeriesSeries of Indenture Notes) or to surrender any right or power herein conferred upon the Issuer HVF (provided, however, that the Issuer HVF will not pursuant to this Section 12.1(bsubsection 12.1(a)(ii) surrender any right or power it has under the Transaction Related Documents); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes or any Segregated Series of Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by HVF and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (div) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Series Supplement or in any Indenture Notes issued hereunder; (ev) to provide for uncertificated Indenture Notes in addition to certificated Indenture Notes; (vi) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Indenture Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Indenture Notes of one or more Series of Indenture Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fviii) to correct or supplement any provision herein or in any Indenture Series Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Series Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA; provided, however, that, as evidenced by an Officer’s Certificate of the IssuerHVF, such action shall not adversely affect in any material respect the interests of any NoteholderIndenture Noteholder or Enhancement Provider. (b) Upon the request of HVF and receipt by the Trustee of the documents described in Section 2.2, the Trustee shall join with HVF in the execution of any Series Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionARG, the Issuer Trustee, and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions following purposes; provided that the Rating Agency Confirmation Condition with respect to each Outstanding Series of this Base Indenture or, unless otherwise specified therein, any Indenture Notes is met with respect to such Supplement: (a) to create a new Series of Notes in accordance with the terms hereof (including, without limitation, making such modifications to the Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes); (b) (i) to add to the covenants of the Issuer ARG for the benefit of any Noteholders Secured Parties or Group-Specific Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or (ii) to surrender any right or power herein conferred upon the Issuer ARG (provided, however, that the Issuer ARG will not pursuant to this Section 12.1(bsubsection (b) surrender any right or power it has under the Transaction Leasing Company Related Documents or Group-Specific Leasing Company Related Documents); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by ARG and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Series Supplement or in any Notes issued hereunder; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture SupplementIndenture; or (gi) if to correct, amend or supplement the Indenture is required to be qualified under in connection with the TIAadoption, to modifyamendment or implementation of, eliminate or add to any change in the interpretation, administration or application of, the Code or the treasury regulations promulgated thereunder (and any applicable corresponding provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAstate tax legislation); provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, that such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders, as evidenced, in each case of any amendment pursuant to Sections 12.1(a), (b)(ii), (d), (g) and (h) by an Opinion of Counsel (which Opinion of Counsel may rely as to factual matters upon Officer’s Certificates of ARG and the other parties). Upon the request of ARG and upon receipt by the Trustee of the documents described in Section 2.2, the Trustee shall join with ARG in the execution of any Series Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. (a) Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer HVF II and the Indenture Trustee, at any time and from time to time, may amendenter into one or more Indenture Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (ai) to create a new Group of Notes; (ii) to create a new Series of Notes; (biii) to add to the covenants of the Issuer HVF II for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such SeriesSeries of Notes) or to surrender any right or power herein conferred upon the Issuer HVF II (provided, however, that the Issuer HVF II will not pursuant to this Section 12.1(bsubsection 9.1(a)(iii) surrender any right or power it has under the Transaction Documentsany Group Related Document or Series Related Document); (civ) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Base Indenture or as may, consistent with the provisions of the Base Indenture, be deemed appropriate by HVF II and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed conveyed, assigned and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (dv) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunderherein; (evi) to provide for uncertificated Notes in addition to certificated Notes; (vii) to add to or change any of the provisions of the Base Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (viii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fix) to correct or supplement any provision herein or in any Indenture Supplement which that may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAIndenture; provided, however, that, as evidenced by an Officer’s Certificate of the IssuerHVF II, such action shall not adversely affect in any material respect the interests of any Noteholder.

Without Consent of the Noteholders. (a) Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer HVF and the Indenture Trustee, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (ai) to create a new Series of Notes; (bii) to add to the covenants of the Issuer HVF for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer HVF (provided, however, that the Issuer HVF will not pursuant to this Section 12.1(bsubsection 12.1(a)(ii) surrender any right or power it has under the Transaction Related Documents); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by HVF and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (div) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Series Supplement or in any Notes issued hereunder; (ev) to provide for uncertificated Notes in addition to certificated Notes; (vi) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fviii) to correct or supplement any provision herein or in any Indenture Series Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Series Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA; provided, however, that, as evidenced by an Officer’s Certificate of the IssuerHVF, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholder or Enhancement Provider. (b) Upon the request of HVF and receipt by the Trustee of the documents described in Section 2.2, the Trustee shall join with HVF in the execution of any Series Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. (a) Without the consent of any Indenture Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer ZVF and the Indenture Trustee, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (ai) to create a new Series of NotesIndenture Notes (including, without limitation, making such modifications to this Base Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes in accordance with Section 2.3(b)); (bii) to add to the covenants of the Issuer ZVF for the benefit of any Indenture Noteholders (and if such covenants are to be for the benefit of less than all Series of Indenture Notes, stating that such covenants are expressly being included solely for the benefit of such SeriesSeries of Indenture Notes) or to surrender any right or power herein conferred upon the Issuer ZVF (provided, however, that the Issuer ZVF will not pursuant to this Section 12.1(bsubsection 12.1(a)(ii) surrender any right or power it has under the Transaction Related Documents); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes or any Segregated Series of Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by ZVF and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (div) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Series Supplement or in any Indenture Notes issued hereunder; (ev) to provide for uncertificated Indenture Notes in addition to certificated Indenture Notes; (vi) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Indenture Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Indenture Notes of one or more Series of Indenture Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fviii) to correct or supplement any provision herein or in any Indenture Series Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Series Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA; provided, however, that, as evidenced by an Officer’s Certificate of the IssuerZVF, such action shall not adversely affect in any material respect the interests of any NoteholderIndenture Noteholder or Enhancement Provider; provided, further, that ZVF has satisfied the Rating Agency Condition with respect to each Series of Indenture Notes Outstanding with respect to such action. (b) Upon the request of ZVF and receipt by the Trustee of the documents described in Section 2.2, the Trustee shall join with ZVF in the execution of any Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholderthe Noteholders, but and subject to satisfaction of the Rating Agency Condition, and, unless otherwise provided in any Series Supplement, with the consent of the Servicer or Back-Up Servicer (including, as successor Servicer) if the rights and/or obligations of the Servicer or the Back-Up Servicer, as applicable, are materially and adversely affected thereby, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amend, modify, enter into one or waive the more indenture supplements or amendments hereto or amendments to any Series Supplement (which shall conform to any applicable provisions of this Base Indenture orthe TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise specified thereinprovided in a Series Supplement, for any Indenture Supplementof the following purposes: (a) to create a new Series correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property; (b) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (bc) to add to the covenants of the Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) Secured Parties or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (cd) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Issuer Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the this Indenture or as may, consistent with the provisions of the this Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (de) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein of this Indenture which may be inconsistent with any other provision of this Indenture or to make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any Indenture Supplement or in any Notes issued hereundermaterial respect without its consent; (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and or to add to or change any of the provisions of the this Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trusteetrustee pursuant to the requirements of Article 11; (f) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the this Indenture to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the treatment of the Receivables Trust (or any part thereof), for United States federal income tax purposes, as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J, chapter 1 of Subtitle A of the Code; (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indenture; or (j) to reduce the Class C Note Rate with the consent of each Class C Noteholder; provided, however, thatthat no such amendment or supplement under this Section 13.1 shall be permitted unless such amendment or supplement (a) would not result in a taxable event to any Noteholder (unless each Series 2020-A Noteholder subject to a taxable event has consented thereto) and (b) would not have a material adverse effect with respect to Noteholders (unless such amendment or supplement is permitted under clause (j) above or each Series 2020-A Noteholder materially and adversely affected thereby has consented thereto), in each case as evidenced by by: (i) an OfficerOpinion of Counsel or (ii) Conn’s Certificate Officer Certificate. Upon the request of the IssuerIssuer and upon receipt by the Trustee of the documents described in Section 2.2, such action the Trustee shall join with the Issuer in the execution of any supplemental indenture or amendment authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not adversely affect in any material respect the interests of any Noteholderbe obligated to enter into such supplemental indenture or amendment that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. (a) Without the consent of any Group II Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, at any time and from time to time, HVF II and the Trustee may amend, modify, or waive the provisions of this Base Indenture or, unless otherwise specified therein, Group II Supplement or any Indenture Group II Series Supplement: (ai) to create a new Series of Group II Notes; (bii) to add to the covenants of the Issuer HVF II for the benefit of any Group II Noteholders (and if such covenants are to be for the benefit of less than all Series of Group II Notes, stating that such covenants are expressly being included solely for the benefit of such SeriesSeries of Group II Notes) or to surrender any right or power herein conferred upon the Issuer HVF II (provided, however, that the Issuer HVF II will not pursuant to this Section 12.1(b10.1(a)(ii) surrender any right or power it has under the Transaction any Group II Related Documents); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Group II Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture Group II Supplement or as may, consistent with the provisions of the IndentureGroup II Supplement, be deemed appropriate by HVF II and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Group II Noteholders; (div) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture this Group II Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ev) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vi) to add to or change any of the provisions of this Group II Supplement to such extent as shall be necessary to permit or facilitate the issuance of Group II Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Group II Notes of one or more Series of Group II Notes and to add to or change any of the provisions of the Indenture this Group II Supplement as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; WEIL:\95390710\1\99910.6247 (fviii) to correct or supplement any provision herein or in any Indenture Supplement which that may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture Group II Supplement or in any Indenture Group II Series Supplement; or (gix) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be effect any amendments hereto reasonably necessary to effect accommodate the qualification purchase of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAAdditional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of the IssuerHVF II, such action shall not adversely affect in any material respect the interests of any NoteholderGroup II Noteholder or Group II Series Enhancement Provider.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, at any time and from time to time, may amend, modify, or waive the provisions of this Base Indenture or, unless otherwise specified therein, or any Indenture Supplement (except as otherwise set forth in such Indenture Supplement:): (a) to create a new Series of Notes; (b) to add to the covenants of the Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Noteholders; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (f) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Base Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Base Indenture to such extent as shall be necessary to effect the qualification of the Base Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAthat act; provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, such action shall not adversely affect in any material respect the interests of any Noteholder.

Without Consent of the Noteholders. Without the consent of the Holders of any NoteholderNotes, but subject and, if provided in any Series Supplement, with the consent of any applicable third party Enhancement Provider, 106 if any, (unless an Enhancement Provider Default shall have occurred and be continuing) and with prior written notice to satisfaction of the Rating Agency ConditionAgencies by the Issuer, as evidenced to the Trustee, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amend, modify, enter into one or waive more indenture supplements hereto or Series Supplements or amendments to any Series Supplement (which shall conform to the provisions of this Base the Trust Indenture orAct as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise specified thereinprovided in a Series Supplement, for any Indenture Supplementof the following purposes: (a) to create a new Series of Notes; (b) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (c) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (d) to add to the covenants of the Issuer for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (ce) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Noteholders; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (f) to cure any ambiguity, or correct or supplement any provision herein or in any Indenture supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision herein or therein in any supplemental indenture or any Series Supplement or amendment to any Series Supplement or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement; orprovided that such action shall not adversely affect the interests of any Holder of the Notes without its consent; (g) if to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series or to add to or change any of the provisions of the Indenture is required as shall be necessary and 107 permitted to be qualified under provide for or facilitate the TIA, administration of the trusts hereunder by more than one trustee pursuant to the requirements of Article 11; (h) to modify, eliminate or add to the provisions of the this Indenture to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA; or (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Base Indenture or any Series Supplement or modify in any manner the rights of the Holders of the Notes under this Base Indenture or any Series Supplement; provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, that any such action shall not not, adversely affect in any material respect the interests of any Noteholder, without its consent; provided further that no amendment or supplement shall be permitted if it would result in a taxable event to any Noteholder unless such Noteholder's consent is obtained. An amendment described in this Section 13.1 shall be deemed not to adversely affect the interests of any Noteholder if either each Rating Agency rating such Notes confirms in writing that such amendment will not result in a reduction or withdrawal of the then current rating of each Class of Notes or none of the applicable Rating Agencies rating such Notes, within 10 days' after receipt of notice of such amendment, shall notify the Seller, the Servicer or the Issuer in writing that such amendment will result in a reduction or withdrawal of the then current ratings of the Notes. Upon the request of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2 hereof, the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without (a) This Agreement may be amended from time to time by the parties hereto and the Certificateholder, without notice to or the consent of any Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, at any time and from time to time, may amend, modify, or waive the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture SupplementNoteholders: (a) to create a new Series of Notes; (b) to add to the covenants of the Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Noteholders; (di) to cure any mistakeambiguity; (ii) to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to the Notes or the Certificate, ambiguitythe Issuing Entity or this Agreement in any Prospectus, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (f) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision provisions herein or therein or in any other Operative Agreement, to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; orAgreement; (giii) if to make any other provision with respect to matters or questions arising under this Agreement or; (iv) to add, delete, or amend any provisions to the extent necessary or desirable to comply with any requirements imposed by the Code or ERISA and applicable regulations. (b) No such amendment shall be entered into unless the Indenture is required to Trustee shall have received an Opinion of Counsel (which shall be qualified under at the TIA, to modify, eliminate or add expense of the party requesting such amendment) acceptable to the provisions holder of the Indenture Certificate stating that as a result of such amendment (i) the Issuing Entity will not be subject to United States federal income tax at the entity level and (ii) the Notes, other than the Retained Notes, if any, will not lose their status as debt for United States federal income tax purposes; nor shall such extent as shall be necessary amendment effected pursuant to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA; provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, such action shall not Section 12.1(a)(iii) above adversely affect in any material respect the interests of any Noteholder., nor shall such amendment be made with respect to Section 10.2(b) or the corresponding definitions used therein. Prior to entering into any amendment without the consent of the Noteholders pursuant to this paragraph, the Indenture Trustee and the Securities Administrator may require an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that such amendment is permitted under this paragraph. Any such amendment shall be deemed not to adversely affect in any material respect any Noteholder, if the Indenture Trustee receives written confirmation from each Rating Agency that such amendment will not cause such Rating Agency to downgrade, withdraw or qualify the then current rating assigned to the Notes. 105

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionIssuer, the Issuer Trustee and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions following purposes; provided that the Rating Agency Confirmation Condition with respect to each Outstanding Series of this Base Indenture or, unless otherwise specified therein, any Indenture Notes is met with respect to such Supplement: (a) to create a new Series of Notes in accordance with the terms hereof (including, without limitation, making such modifications to the Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes); (bi) to add to the covenants of the Issuer for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or (ii) to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(bsubsection (b) surrender any right or power it has under against the Transaction DocumentsServicer, the Guarantor, any of the Lessees or any Manufacturer); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Series Supplement or in any Notes issued hereunder; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (fh) at such time as there is no requirement under the Related Documents that there be a Disposition Agent, to remove any provision of the Indenture relating to the Disposition Agent; or (i) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAIndenture; provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, that such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders, as evidenced in the case of any amendment pursuant to Sections 12.1(a), (b)(ii), (d), (g) and (i) by an Opinion of Counsel (which Opinion of Counsel may rely as to factual matters upon Officer’s Certificates of the Issuer and other parties). Upon the request of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2, the Trustee shall join with the Issuer in the execution of any Series Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of the Holders of any NoteholderNotes, but subject to satisfaction but, if the Servicer’s rights and/or obligations are materially and adversely affected thereby, with the prior written consent of the Servicer and with prior written notice to the Rating Agency ConditionAgencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amendenter into one or more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (a) to create a new Series of Notes; (b) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (c) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (d) to add to the covenants of the Issuer for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (ce) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Issuer Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (df) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement; provided, however, that (subject to the last sentence of this Section 14.1) such action shall not adversely affect the interests of any Holder of the Notes issued hereunder;in any material respect without its consent; or (eg) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and or to add to or change any of the provisions of the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of Article 12. Upon the request of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2, the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Base Indenture Trustee; (f) to correct or supplement and shall make any provision herein or in any Indenture Supplement further appropriate agreements and stipulations which may be inconsistent with any other provision herein therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or therein or to make any other provisions with respect to matters or questions arising immunities under this Base Indenture or otherwise. An amendment described in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as this Section 14.1 shall be necessary deemed not to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA; provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, such action shall not affect adversely affect in any material respect the interests of any NoteholderNoteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfied with respect thereto (or, if there is no applicable Rating Agency, if the Funding Agent consents in writing).

Without Consent of the Noteholders. Without the consent of the Holders of any NoteholderNotes, but and subject to satisfaction of the Rating Agency Condition, and, unless otherwise provided in any Series Supplement, with the consent of the Servicer if the rights and/or obligations of the Servicer are materially and adversely affected thereby, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amend, modify, enter into one or waive the more indenture supplements or amendments hereto or amendments to any Series Supplement (which shall conform to any applicable provisions of this Base Indenture orthe TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise specified thereinprovided in a Series Supplement, for any Indenture Supplementof the following purposes: (a) to create a new Series correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property; (b) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (bc) to add to the covenants of the Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) Secured Parties or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (cd) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Issuer Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the this Indenture or as may, consistent with the provisions of the this Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (de) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein of this Indenture which may be inconsistent with any other provision of this Indenture or to make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any Indenture Supplement or in any Notes issued hereundermaterial respect without its consent; (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and or to add to or change any of the provisions of the this Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trusteetrustee pursuant to the requirements of Article 11; (f) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the this Indenture to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the treatment of the Receivables Trust (or any part thereof), for United States federal income tax purposes, as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J of the Code; or (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indenture; provided, however, thatthat no such amendment or supplement under this Section 13.1 shall be permitted unless such amendment or supplement (a) would not result in a taxable event to any Noteholder and (b) would not have a material adverse effect with respect to Noteholders, in each case as evidenced by by: (i) an OfficerOpinion of Counsel or (ii) Conn’s Certificate Officer Certificate. Upon the request of the IssuerIssuer and upon receipt by the Trustee of the documents described in Section 2.2, such action the Trustee shall join with the Issuer in the execution of any supplemental indenture or amendment authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not adversely affect in any material respect the interests of any Noteholderbe obligated to enter into such supplemental indenture or amendment that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of the Holders of any NoteholderNotes, but and subject to satisfaction of the Rating Agency Condition, and, unless otherwise provided in any Series Supplement, with the consent of the Servicer or Back-Up Servicer (including, as successor Servicer) if the rights and/or obligations of the Servicer or the Back-Up Servicer, as applicable, are materially and adversely affected thereby, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amend, modify, enter into one or waive the more indenture supplements or amendments hereto or amendments to any Series Supplement (which shall conform to any applicable provisions of this Base Indenture orthe TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise specified thereinprovided in a Series Supplement, for any Indenture Supplementof the following purposes: (a) to create a new Series correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property; (b) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (bc) to add to the covenants of the Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) Secured Parties or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (cd) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Issuer Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the this Indenture or as may, consistent with the provisions of the this Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (de) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein of this Indenture which may be inconsistent with any other provision of this Indenture or to make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any Indenture Supplement or in any Notes issued hereundermaterial respect without its consent; (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and or to add to or change any of the provisions of the this Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trusteetrustee pursuant to the requirements of Article 11; (f) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the this Indenture to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the treatment of the Receivables Trust (or any part thereof), for United States federal income tax purposes, as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J of the Code; (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indenture; or (j) to reduce the Class C Note Rate with the consent of each Class C Noteholder; provided, however, thatthat no such amendment or supplement under this Section 13.1 shall be permitted unless such amendment or supplement (a) would not result in a taxable event to any Noteholder (unless each Series 2016-B Noteholder subject to a taxable event has consented thereto) and (b) would not have a material adverse effect with respect to Noteholders (unless such amendment or supplement is permitted under clause (j) above or each Series 2016-B Noteholder materially and adversely affected thereby has consented thereto), in each case as evidenced by by: (i) an OfficerOpinion of Counsel or (ii) Conn’s Certificate Officer Certificate. Upon the request of the IssuerIssuer and upon receipt by the Trustee of the documents described in Section 2.2, such action the Trustee shall join with the Issuer in the execution of any supplemental indenture or amendment authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not adversely affect in any material respect the interests of any Noteholderbe obligated to enter into such supplemental indenture or amendment that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. (a) Without the consent of any Group II Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, at any time and from time to time, HVF II and the Trustee may amend, modify, or waive the provisions of this Base Indenture or, unless otherwise specified therein, Group II Supplement or any Indenture Group II Series Supplement: (ai) to create a new Series of Group II Notes; (bii) to add to the covenants of the Issuer HVF II for the benefit of any Group II Noteholders (and if such covenants are to be for the benefit of less than all Series of Group II Notes, stating that such covenants are expressly being included solely for the benefit of such SeriesSeries of Group II Notes) or to surrender any right or power herein WEIL:\95390710\1\99910.6247 conferred upon the Issuer HVF II (provided, however, that the Issuer HVF II will not pursuant to this Section 12.1(b10.1(a)(ii) surrender any right or power it has under the Transaction any Group II Related Documents); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Group II Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture Group II Supplement or as may, consistent with the provisions of the IndentureGroup II Supplement, be deemed appropriate by HVF II and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Group II Noteholders; (div) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture this Group II Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ev) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vi) to add to or change any of the provisions of this Group II Supplement to such extent as shall be necessary to permit or facilitate the issuance of Group II Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Group II Notes of one or more Series of Group II Notes and to add to or change any of the provisions of the Indenture this Group II Supplement as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (fviii) to correct or supplement any provision herein or in any Indenture Supplement which that may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture Group II Supplement or in any Indenture Group II Series Supplement; or (gix) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be effect any amendments hereto reasonably necessary to effect accommodate the qualification purchase of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAAdditional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of the IssuerHVF II, such action shall not adversely affect in any material respect the interests of any NoteholderGroup II Noteholder or Group II Series Enhancement Provider.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionIssuer, the Issuer Trustee and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions following purposes; provided that the Rating Agency Confirmation Condition with respect to each Outstanding Series of this Base Indenture or, unless otherwise specified therein, any Indenture Notes is met with respect to such Supplement: (a) to create a new Series of Notes in accordance with the terms hereof (including, without limitation, making such modifications to the Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes); (bi) to add to the covenants of the Issuer for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or (ii) to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(bsubsection (b) surrender any right or power it has under against the Transaction DocumentsServicer, the Guarantor, any of the Lessees or any Manufacturer); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Series Supplement or in any Notes issued hereunder; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (fh) at such time as there is no requirement under the Related Documents that there be a Disposition Agent, to remove any provision of the Indenture relating to the Disposition Agent; (i) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture SupplementIndenture; or (gj) if to correct, amend or supplement the Indenture is required to be qualified under in connection with the TIAadoption, to modifyamendment or implementation of, eliminate or add to any change in the interpretation, administration or application of, the Code or the treasury regulations promulgated thereunder (and any applicable corresponding provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAstate tax legislation); provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, that such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders, as evidenced in the case of any amendment pursuant to Sections 12.1(a), (b)(ii), (d), (g) and (i) by an Opinion of Counsel (which Opinion of Counsel may rely as to factual matters upon Officer’s Certificates of the Issuer and other parties). Upon the request of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2, the Trustee shall join with the Issuer in the execution of any Series Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. (a) Without the consent of any NoteholderNoteholder or any other Secured Party, but subject to satisfaction the Co-Issuers and the Trustee, with the consent of the Rating Agency Condition, the Issuer and the Indenture TrusteeControl Party, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (ai) to create a new Series of Notes; provided, however, that the consent of the Control Party is only necessary to the extent required by Section 2.2; (bii) to add to the covenants of the Issuer Securitization Entities for the benefit of any Noteholders or any other Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender for the benefit of the Noteholders and the other Secured Parties any right or power herein conferred upon the Issuer (Securitization Entities; provided, however, that the no Co-Issuer will not pursuant to this Section 12.1(b12.1(a)(ii) surrender any right or power it has under the Transaction Related Documents); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerCo-Issuers, the Control Party and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (div) to cure any mistake, ambiguity, defect, defect or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunderhereunder or in the G&C Agreement or any other Indenture Document to which the Trustee is a party; (ev) to provide for uncertificated Notes in addition to certificated Notes; (vi) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture or the G&C Agreement as shall be necessary to provide for or facilitate the administration of the trusts hereunder or thereunder by more than one Indenture Trustee;; or (fviii) to correct or supplement any provision herein or in any Supplement or in the G&C Agreement or any other Indenture Supplement Document to which the Trustee is a party which may be inconsistent with any other provision herein or therein or to make consistent any other provisions with respect to matters or questions arising under this Base Indenture or in any Supplement, in the G&C Agreement or any other Indenture Supplement; or (g) if Document to which the Indenture Trustee is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAa party; provided, however, that, as evidenced by an Officer’s Certificate Opinion of Counsel delivered to the IssuerTrustee and the Control Party, such action shall not adversely affect in any material respect the interests of any Noteholder, any Note Owner or any other Secured Party. (b) Upon the request of the Co-Issuers and receipt by the Control Party and the Trustee of the documents described in Section 2.2 and delivery by the Control Party of its consent thereto to the extent required by Section 2.2, the Trustee shall join with the Co-Issuers in the execution of any Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise.

Without Consent of the Noteholders. (a) Without the consent of any NoteholderNoteholder or any other Secured Party, but subject to satisfaction the Co-Issuers and the Trustee, with the consent of the Rating Agency Condition, the Issuer and the Indenture TrusteeControl Party, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (ai) to create a new Series of Notes; provided, however, that the consent of the Control Party is only necessary to the extent required by Section 2.2; (bii) to add to the covenants of the Issuer Securitization Entities for the benefit of any Noteholders or any other Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender for the benefit of the Noteholders and the other Secured Parties any right or power herein conferred upon the Issuer (Securitization Entities; provided, however, that the no Co-Issuer will not pursuant to this Section 12.1(b12.1(a)(ii) surrender any right or power it has under the Transaction Related Documents); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerCo-Issuers, the Control Party and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (div) to cure any mistake, ambiguity, defect, defect or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunderhereunder or in the Global G&C Agreement or any other Indenture Document to which the Trustee is a party; (ev) to provide for uncertificated Notes in addition to certificated Notes; (vi) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture or the Global G&C Agreement as shall be necessary to provide for or facilitate the administration of the trusts hereunder or thereunder by more than one Indenture Trustee;; or (fviii) to correct or supplement any provision herein or in any Supplement or in the Global G&C Agreement or any other Indenture Supplement Document to which the Trustee is a party which may be inconsistent with any other provision herein or therein or to make consistent any other provisions with respect to matters or questions arising under this Base Indenture or in any Supplement, in the Global G&C Agreement or any other Indenture Supplement; or (g) if Document to which the Indenture Trustee is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAa party; provided, however, that, as evidenced by an Officer’s Certificate Opinion of Counsel delivered to the IssuerTrustee and the Control Party, such action shall not adversely affect in any material respect the interests of any Noteholder, any Note Owner or any other Secured Party. (b) Upon the request of the Co-Issuers and receipt by the Control Party and the Trustee of the documents described in Section 2.2 and delivery by the Control Party of its consent thereto to the extent required by Section 2.2, the Trustee shall join with the Co-Issuers in the execution of any Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionAFC-II, the Issuer Trustee, and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture orfollowing purposes, unless otherwise specified thereinprovided that (i) with respect to clause (a) below, any Indenture Supplementthe Rating Agency Confirmation Condition is met and (ii) with respect to clauses (b) to (h) below, the Rating Agency Consent Condition is met: (a) to create a new Series of Notes (including, without limitation, making such modifications to the Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes; provided, however, that the creation of any Segregated Series of Notes shall not result in a material adverse effect on the Noteholders of any Series unless the Required Noteholders of such 112 Series shall have given their prior written consent to the creation thereof); (b) to add to the covenants of the Issuer AFC-II for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer AFC-II (provided, however, that the Issuer AFC-II will not pursuant to this Section subsection 12.1(b) surrender any right or power it has under the Transaction Documentsagainst any Lessee, AESOP Leasing, AESOP Leasing II, Original AESOP, PVHC, Quartx or any Manufacturer); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by AFC-II and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersSecured Parties; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture Inden- 113 ture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of the IssuerCounsel, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders. Upon the request of AFC-II, accompanied by a resolution of the Board of Directors authorizing the execution of any Supplement to effect such amendment, and upon receipt by the Trustee and ARAC of the documents described in Section 2.2 hereof, the Trustee shall join with AFC-II in the execution of any Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer Issuers and the Indenture Trustee, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, and any Issuer may amend or waive otherwise modify any Related Document to which it is a party, in each case for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (a) subject to Section 2.3, to create a new Series of Notes; (b) to add to the covenants of the any Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) Secured Parties or to surrender any right or power herein conferred upon the any Issuer (provided, however, that the no Issuer will not pursuant to this Section 12.1(bsubsection 13.1(b) surrender any right or power it has against any other Issuer, the Nominee Titleholder, the Fleet Manager or any Rental Company under the Transaction Related Documents); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property prop­erty or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerIssuers and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersSecured Parties; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in Related Document to which any Notes issued hereunderIssuer is a party; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;Notes; or (f) to correct or supplement any provision herein or in any Indenture Supplement Related Document to which any Issuer is a party which may be inconsistent with any other provision herein or therein or to make consistent any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA hereunder or under any similar federal statute hereafter enacted and Related Document to add to the Indenture such other provisions as may be expressly required by the TIAwhich any Issuer is a party; provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, that such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders, as evidenced by an Officer’s Certificate delivered to the Trustee. Upon the request of the Issuers, the Trustee shall join with the Issuers in the execution of any Supplement authorized or permitted by the terms of the Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which adversely affects its own rights, duties or immunities under the Indenture or otherwise. The Issuers shall give, or cause to be given, prior written notice of any amendment to be made pursuant to this Section 13.1 to the Rating Agency.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionIssuer, the Issuer and the Indenture Trustee, and any applicable Enhancement Provider, if any, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Indenture Trustee, or waive for any of the provisions following purposes, provided that the Rating Agency Confirmation Condition with respect to each outstanding Series of this Base Indenture or, unless otherwise specified therein, any Indenture Notes is met with respect to such Supplement: (a) to create a new Series of Notes (including, without limitation, making such modifications to the Base Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes; provided, however, that the creation of any Segregated Series of Notes shall not result in a material adverse effect on the Noteholders of any Series unless the Required Noteholders of such Series shall have given their prior written consent to the creation thereof); (b) to add to the covenants of the Issuer for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Base Indenture, be deemed appropriate by the IssuerIssuer and the Indenture Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of (including amending or modifying the NoteholdersAlternative Loan Schedule or Student Loan Schedule); (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunderSeries Supplement; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of the Base Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (g) to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Indenture; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (fi) to correct or supplement any provision add to the covenants and agreements contained herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or Related Document for the benefit of the holders of the Notes; or (j) to make any other add such provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA hereunder or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions Related Document as may be expressly required by necessary or desirable and not inconsistent with the TIARelated Documents; provided, however, that, as evidenced by an Officer’s Certificate Opinion of the IssuerCounsel, such action shall not adversely affect in any material respect the interests of any Noteholder.Noteholders. Upon the request of the Issuer and upon receipt by the Indenture Trustee of the documents described in Section 2.2 hereof, the Indenture Trustee shall join with the Issuer in the execution of any Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Indenture Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise. 66

Without Consent of the Noteholders. Without the consent of any Noteholderthe Noteholders, but and subject to satisfaction of the Rating Agency Condition, and, unless otherwise provided in any Series Supplement, with the consent of the Servicer or Back-Up Servicer (including, as successor Servicer) if the rights and/or obligations of the Servicer or the Back-Up Servicer, as applicable, are materially and adversely affected thereby, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amend, modify, enter into one or waive the more indenture supplements or amendments hereto or amendments to any Series Supplement (which shall conform to any applicable provisions of this Base Indenture orthe TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise specified thereinprovided in a Series Supplement, for any Indenture Supplementof the following purposes: (a) to create a new Series correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property; (b) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (bc) to add to the covenants of the Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) Secured Parties or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (cd) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Issuer Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the this Indenture or as may, consistent with the provisions of the this Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (de) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein of this Indenture which may be inconsistent with any other provision of this Indenture or to make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any Indenture Supplement or in any Notes issued hereundermaterial respect without its consent; (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and or to add to or change any of the provisions of the this Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trusteetrustee pursuant to the requirements of Article 11; (f) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the this Indenture to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the treatment of the Receivables Trust (or any part thereof), for United States federal income tax purposes, as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J, chapter 1 of Subtitle A of the Code; (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indenture; or (j) to reduce the Class C Note Rate with the consent of each Class C Noteholder; provided, however, thatthat no such amendment or supplement under this Section 13.1 shall be permitted unless such amendment or supplement (a) would not result in a taxable event to any Noteholder (unless each Series 2019-B Noteholder subject to a taxable event has consented thereto) and (b) would not have a material adverse effect with respect to Noteholders (unless such amendment or supplement is permitted under clause (j) above or each Series 2019-B Noteholder materially and adversely affected thereby has consented thereto), in each case as evidenced by by: (i) an OfficerOpinion of Counsel or (ii) Conn’s Certificate Officer Certificate. Upon the request of the IssuerIssuer and upon receipt by the Trustee of the documents described in Section 2.2, such action the Trustee shall join with the Issuer in the execution of any supplemental indenture or amendment authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not adversely affect in any material respect the interests of any Noteholderbe obligated to enter into such supplemental indenture or amendment that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of the Holders of any NoteholderNotes, but subject to satisfaction and, unless otherwise provided in any Series Supplement, with the consent of the Notice Persons of each Series (or, with respect to an amendment to a particular Series Supplement, the Notice Persons of such Series) and, if the Servicer's rights and/or obligations are materially and adversely affected thereby, the Servicer and with prior written notice to the Rating Agency ConditionAgencies by the Issuer, as evidenced to the Trustee, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amend, modify, enter into one or waive the more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement (which shall conform to any applicable provisions of this Base Indenture orthe TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise specified thereinprovided in a Series Supplement, for any Indenture Supplementof the following purposes: (a) to create a new Series of Notes; (b) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property; (c) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (d) to add to the covenants of the Issuer for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (ce) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Issuer Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such 102 other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (df) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement or to make any other provisions with respect to matters or questions arising under this Indenture (including any Series Supplement or amendment to any Series Supplement) or with respect to the restructuring of any Seller, the Servicer or the Issuer as a limited liability company; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes issued hereunderin any material respect without its consent; (eg) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and or to add to or change any of the provisions of the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trusteetrustee pursuant to the requirements of Article 11; (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the this Indenture to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA; or (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture (including any Series Supplement or amendment to any Series Supplement) or modify in any manner the rights of the Holders of the Notes under this Indenture (including any Series Supplement or amendment to any Series Supplement); provided, however, that, as evidenced by an Officer’s Certificate that no amendment or supplement shall be permitted if it would result in a taxable event to any Noteholder unless such Noteholder's consent is obtained. Upon the request of the IssuerIssuer and upon receipt by the Trustee of the documents described in Section 2.2, such action the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not adversely affect in any material respect the interests of any Noteholderbe obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionARG, the Issuer Trustee, and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions following purposes, provided that the Rating Agency Confirmation Condition with respect to each Outstanding Series of this Base Indenture or, unless otherwise specified therein, any Indenture Notes is met with respect to such Supplement: (a) to create a new Series of Notes (including, without limitation, making such modifications to the Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes; provided, however, that the creation of any Segregated Series of Notes shall not result in a material adverse effect on the Noteholders of any Series unless the Required Noteholders of such Series shall have given their prior written consent to the creation thereof); (b) to add to the covenants of the Issuer ARG for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer ARG (provided, however, that the Issuer ARG will not pursuant to this Section subsection 12.1(b) surrender any right or power it has under the Transaction Leasing Company Related Documents); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Noteholders; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Series Supplement or in any Notes issued hereunder; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of the IssuerCounsel, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders. Upon the request of ARG and upon receipt by the Trustee of the documents described in Section 2.2 hereof, the Trustee shall join with ARG in the execution of any Series Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any NoteholderNoteholder but with the consent of RCFC, but subject to satisfaction of the Master Servicer, the Trustee, and each applicable Enhancement Provider and upon meeting the Rating Agency Condition, the Issuer and the Indenture Trustee, at any time and from time to time, may amendenter into one or more Supplements hereto, modify, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (a) to create a new Series of Notes (including, without limitation, making such modifications to this Base Indenture and the other Related Documents as may be required to set forth the terms applicable to such Series of Notes, to issue a Segregated Series of Notes or to create a new Group)(any such Supplement being referred to herein as a “Series Supplement”); (b) to amend the definitions of “Eligible Vehicle Disposition Program” or “Eligible Manufacturer” and to make changes related to such amendments; (c) to add to the covenants of the Issuer RCFC for the benefit of the Noteholders of all or any Noteholders Series of Notes (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer RCFC (provided, however, that the Issuer RCFC will not pursuant to this Section 12.1(bsubsection 11.1(c) surrender any right or power it has under against the Transaction DocumentsMaster Servicer, the Lessee or any Manufacturer); (cd) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property Property or assets, or increase the amount of such property or assets that are required Assets as security for the Notes and to specify the terms and conditions upon which such additional property Property or assets Assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the this Base Indenture or as may, consistent with the provisions of the this Base Indenture, be deemed appropriate by RCFC and the IssuerTrustee, or to correct or amplify the description of any such property Property or assets Assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (de) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (ef) to add to or change any of the provisions of this Base Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the this Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (f) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (gh) if the Indenture is required to be qualified under the TIAamend, to modifysupplement, eliminate revise or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under correct any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAprovision herein; provided, however, that, such action shall not, as evidenced by an Officer’s Certificate or an Opinion of the IssuerCounsel which may be based on an Officer’s Certificate, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders. Upon the request of RCFC, accompanied by a resolution of the Board of Directors of RCFC authorizing the execution of any Supplement to effect such amendment, and, subject to Section 11.6, the Trustee shall join with RCFC in the execution of any Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of the Holders of any NoteholderNotes, but subject to satisfaction but, in any case, unless otherwise provided in any Series Supplement, with the consent of the Required Persons of each Series (or, with respect to an amendment to a particular Series Supplement, the Required Persons of such Series) and, if the Servicer’s rights and/or obligations are materially and adversely affected thereby, the Servicer and with prior written notice to the Rating Agency ConditionAgencies by the Issuer, as evidenced to the Trustee, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amend, modify, enter into one or waive the more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement (which shall conform to any applicable provisions of this Base Indenture orthe TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise specified thereinprovided in a Series Supplement, for any Indenture Supplementof the following purposes: (a) to create a new Series of Notes; (b) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (c) to add to the covenants of the Issuer for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (cd) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Issuer Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (de) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement (f) or to make any other provisions with respect to matters or questions arising under this Indenture (including any Series Supplement or amendment to any Series Supplement) or with respect to the restructuring of BWF, BCC, the Servicer or the Issuer as a limited liability company or a business trust, as applicable; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes issued hereunderin any material respect without its consent; (eg) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and or to add to or change any of the provisions of the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trusteetrustee pursuant to the requirements of ARTICLE 11; (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the this Indenture to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA; or (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, that any such action shall not adversely affect in any material respect the interests of any Noteholder; provided, further, that no amendment or supplement shall be permitted if it would result in a taxable event to any Noteholder unless such Noteholder’s consent is obtained. An amendment described in this Section 14.1 shall be deemed not to affect adversely the interests of any Noteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfied. Upon the request of the Master Trust Administrator on behalf of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2 (as applicable), the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Master Trust Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of the Holders of any NoteholderNotes, but subject to satisfaction but, if the Servicer’s rights and/or obligations are materially and adversely affected thereby, with the prior written consent of the Servicer and with prior written notice to the Rating Agency ConditionAgencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amendenter into one or more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (a) [Reserved]; (b) to create a new Series correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (c) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (bd) to add to the covenants of the Issuer for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (ce) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Issuer Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (df) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement; provided, however, that (subject to the last sentence of this Section 14.1) such action shall not adversely affect the interests of any Holder of the Notes issued hereunder;in any material respect without its consent; or (eg) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and or to add to or change any of the provisions of the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of Article 12. Upon the request of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2, the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Base Indenture Trustee; (f) to correct or supplement and shall make any provision herein or in any Indenture Supplement further appropriate agreements and stipulations which may be inconsistent with any other provision herein therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or therein or to make any other provisions with respect to matters or questions arising immunities under this Base Indenture or otherwise. An amendment described in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as this Section 14.1 shall be necessary deemed not to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA; provided, however, that, as evidenced by an Officer’s Certificate of the Issuer, such action shall not affect adversely affect in any material respect the interests of any NoteholderNoteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfied with respect thereto (or, if there is no applicable Rating Agency, if the Funding Agent consents in writing).

Without Consent of the Noteholders. Without the consent of any Noteholderthe Noteholders, but and subject to satisfaction of the Rating Agency Condition, and, unless otherwise provided in any Series Supplement, with the consent of the Servicer or Back-Up Servicer (including, as successor Servicer) if the rights and/or obligations of the Servicer or the Back-Up Servicer, as applicable, are materially and adversely affected thereby, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may amend, modify, enter into one or waive the more indenture supplements or amendments hereto or amendments to any Series Supplement (which shall conform to any applicable provisions of this Base Indenture orthe TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise specified thereinprovided in a Series Supplement, for any Indenture Supplementof the following purposes: (a) to create a new Series correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property; (b) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (bc) to add to the covenants of the Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) Secured Parties or to surrender any right or power herein conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents)Issuer; (cd) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Issuer Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the this Indenture or as may, consistent with the provisions of the this Indenture, be deemed appropriate by the IssuerIssuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (de) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein of this Indenture which may be inconsistent with any other provision of this Indenture or to make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any Indenture Supplement or in any Notes issued hereundermaterial respect without its consent; (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and or to add to or change any of the provisions of the this Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trusteetrustee pursuant to the requirements of Article 11; (f) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the this Indenture to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the treatment of the Receivables Trust (or any part thereof), for United States federal income tax purposes, as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J, chapter 1 of Subtitle A of the Code; (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indenture; or (j) to reduce the Class C Note Rate with the consent of each Class C Noteholder; provided, however, thatthat no such amendment or supplement under this Section 13.1 shall be permitted unless such amendment or supplement (a) would not result in a taxable event to any Noteholder (unless each Series 2018-A Noteholder subject to a taxable event has consented thereto) and (b) would not have a material adverse effect with respect to Noteholders (unless such amendment or supplement is permitted under clause (j) above or each Series 2018-A Noteholder materially and adversely affected thereby has consented thereto), in each case as evidenced by by: (i) an OfficerOpinion of Counsel or (ii) Conn’s Certificate Officer Certificate. Upon the request of the IssuerIssuer and upon receipt by the Trustee of the documents described in Section 2.2, such action the Trustee shall join with the Issuer in the execution of any supplemental indenture or amendment authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not adversely affect in any material respect the interests of any Noteholderbe obligated to enter into such supplemental indenture or amendment that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholder, Noteholder but subject to satisfaction with the consent of the Rating Agency ConditionAgencies, Thrifty Finance, the Issuer Servicer, the Trustee, and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (a) to create a new Series of Notes (including, without limitation, making such modifications to the Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes); (b) to amend the definitions of "Eligible Vehicle Disposition Program" or "Eligible Manufacturer" and to make changes related to such amendments; (c) to add to the covenants of the Issuer Thrifty Finance for the benefit of the Noteholders of all or any Noteholders Series of Notes (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer Thrifty Finance (provided, however, that the Issuer Thrifty Finance will not pursuant to this Section 12.1(bsubsection 11.1(c) surrender any right or power it has under against the Transaction DocumentsServicer, the Lessee or any Manufacturer); (cd) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth -84- 92 such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by Thrifty Finance and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (de) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (ef) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of the IssuerCounsel, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders. Upon the request of Thrifty Finance, accompanied by a resolution of the Board of Directors of Thrifty Finance authorizing the execution of any Supplement to effect such amendment, and upon receipt by the Trustee of the documents described in Section 2.2 hereof, the Trustee shall join with Thrifty Finance in the execution of any Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionIssuer, the Issuer and the Indenture Trustee, and any applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Indenture Trustee, or waive for any of the provisions of this Base Indenture orfollowing purposes, unless otherwise specified thereinprovided that (i) with respect to clause (a) below, any Indenture Supplementthe Rating Agency Confirmation Condition is met and (ii) with respect to clauses (b) to (f) below, the Rating Agency Consent Condition is met: (a) to create a new Series of Notes; (b) to add to the covenants of the Issuer for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power conferred upon the Issuer (provided, however, that the Issuer will not pursuant to this Section 12.1(b) surrender any right or power it has under the Transaction Documents); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the Noteholders; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (c) to provide for uncertificated Notes in addition to certificated Notes; (d) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (f) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of the IssuerCounsel, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders. Upon the request of the Issuer, and upon receipt by the Indenture Trustee of the documents described in Section 2.2 hereof, the Indenture Trustee shall join with the Issuer in the execution of any Supplement authorized or permitted by the terms of this Indenture.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionCRCF, the Issuer Trustee, and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture orfollowing purposes, unless otherwise specified thereinprovided that (i) with respect to clause (a) below, any Indenture Supplementthe Rating Agency Confirmation Condition is met and (ii) with respect to clauses (b) to (h) below, the Rating Agency Consent Condition is met: (a) to create a new Series of Notes (including, without limitation, making such modifications to this Base Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes; provided, however, that the creation of any Segregated Series of Notes shall not result in a material adverse effect on the Noteholders of any Outstanding Series unless the Required Noteholders of such Series shall have given their prior written consent to the creation thereof); (b) to add to the covenants of the Issuer CRCF for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer CRCF (provided, however, that the Issuer CRCF will not pursuant to this Section subsection 12.1(b) surrender any right or power it has under the Transaction Documentsagainst any Lessee, AESOP Leasing, AESOP Leasing II, Original AESOP, PVHC, Quartx or any Manufacturer); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the this Base Indenture or as may, consistent with the provisions of the this Base Indenture, be deemed appropriate by CRCF and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersSecured Parties; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of this Base Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the this Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of the IssuerCounsel, such action shall not adversely affect in any material respect the interests of any Noteholder.Noteholders. Upon the request of CRCF, accompanied by a resolution of the Managers authorizing the execution of any Supplement to effect such amendment, and upon receipt by the Trustee and CCRG of the documents described in Section 2.2 hereof, the Trustee shall join with CRCF in the execution of any Supplement

Without Consent of the Noteholders. (a) Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionNoteholder or any other Secured Party, the Issuer Co-Issuers, the Administrative Agent and the Indenture Trustee, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to each party, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (ai) to create a new Series of Notes; (bii) to add to the covenants of the Issuer Securitization Entities for the benefit of any Noteholders or any other Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender for the benefit of the Noteholders and the other Secured Parties any right or power herein conferred upon the Issuer (Securitization Entities; provided, however, that the no Co-Issuer will not shall pursuant to this Section 12.1(b12.1(a)(ii) surrender any right or power it has under the Transaction DocumentsRelated Documents (other than this Base Indenture); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the IssuerCo-Issuers and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (div) to cure any mistake, ambiguity, defect, defect or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunderhereunder or any other Indenture Document to which the Trustee is a party; (ev) to provide for uncertificated Notes in addition to certificated Notes; (vi) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (fviii) to correct or supplement any provision herein or in any Supplement or any other Indenture Supplement Document to which the Trustee is a party that may be inconsistent with any other provision herein or therein or to make consistent any other provisions with respect to matters or questions arising under this Base Indenture or in any Supplement or any other Indenture SupplementDocument to which the Trustee is a party; or (gix) if the to conform any provision of this Base Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions any provision of the Indenture to such extent as shall be necessary to effect the qualification “Description of the Indenture under Indenture” or “Description of the TIA or under any similar federal statute hereafter enacted and to add to Offered Notes” set forth in the Indenture such other provisions as may be expressly required by the TIAOffering Memorandum; provided, however, that, as evidenced by an Officer’s Certificate of delivered to the IssuerTrustee and the Administrative Agent, such action shall not adversely affect in any material respect the interests of any Noteholder, any Note Owner or any other Secured Party and that all conditions precedent to the effectiveness of such action have been met. (b) Upon the request of the Co-Issuers and receipt by the Trustee and the Administrative Agent of the documents described in Section 2.2, the Trustee shall join with the Co-Issuers in the execution of any Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency Condition, the Issuer HVF III and the Indenture Trustee, at any time and from time to time, may amendenter into one or more Supplemental Indentures hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (ai) to create a new Series of Notes (including a segregated Series of Notes); (bii) to add to the covenants of the Issuer HVF III for the benefit of any Noteholders (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such SeriesSeries of Notes) or to surrender any right or power herein conferred upon the Issuer HVF III (provided, however, that the Issuer will HVF III shall not pursuant to this Section 12.1(b12.1(a)(ii) (Without Consent of the Noteholders) surrender any right or power it has under any Related Document other than to the Transaction DocumentsTrustee or the Noteholders); (ciii) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the this Base Indenture or as may, consistent with the provisions of the this Base Indenture, be deemed appropriate by HVF III and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed conveyed, assigned and transferred to the Indenture Trustee on behalf of the Noteholders; (div) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (ev) to provide for uncertificated Notes in addition to certificated Notes; (vi) to add to or change any of the provisions of this Base Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee Trustee, a successor to the Collateral Agent or a successor to the Vehicle-Only Collateral Agent with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the this Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture TrusteeTrustee or Collateral held by more than one agent, as applicable; (fviii) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Series Supplement; (ix) to establish one or more Collateral Accounts in the name of, or for the benefit of HVF III, that is collaterally assigned or pledged for the benefit of the Noteholders to receive proceeds with respect to the Manufacturer Receivables or any other payments received in connection with the purchase, sale or disposition of Vehicles; (x) to evidence and provide for electronic titling of Vehicles; or (gxi) if to evidence and provide for the Indenture is required to be qualified under the TIA, to modify, eliminate establishment of one or add to the provisions more limited special purpose entities (including additional affiliates of the Indenture to such extent Servicer) that will either serve as shall be necessary to effect dealers of used Vehicles or acquire Vehicles from HVF III, in each case in the qualification ordinary course of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA; HVF III’s business. provided, however, that, as evidenced by an Officer’s Certificate of the IssuerHVF III, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholder or Enhancement Provider. The effectiveness of any amendment shall be subject to satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding.

Without Consent of the Noteholders. Without the consent of any Noteholder, Noteholder but subject to satisfaction with the consent of the Rating Agency ConditionAgencies, TFFC, the Issuer Servicer, the Trustee, and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture or, unless otherwise specified therein, any Indenture Supplementfollowing purposes: (a) to create a new Series of Notes (including, without limitation, making such modifications to the Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes); (b) to add to the covenants of the Issuer TFFC for the benefit of the Noteholders of all or any Noteholders Series of Notes (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer TFFC (provided, however, that the Issuer TFFC will not pursuant to this Section subsection 12.1(b) surrender any right or power it has under against the Transaction DocumentsServicer, the Guarantor, any Lessee or any Manufacturer); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by TFFC and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of the IssuerCounsel, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders. Upon the request of TFFC, accompanied by a resolution of the Board of Directors authorizing the execution of any Supplement to effect such amendment, and upon receipt by the Trustee and the Servicer of the documents described in Section 2.2 hereof, the Trustee and the Servicer shall join with TFFC in the execution of any Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionAFC-II, the Issuer Trustee, and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyin form satisfactory to the Trustee, or waive for any of the provisions of this Base Indenture orfollowing purposes, unless otherwise specified thereinprovided that (i) with respect to clause (a) below, any Indenture Supplementthe Rating Agency Confirmation Condition is met and (ii) with respect to clauses (b) to (h) below, the Rating Agency Consent Condition is met: (a) to create a new Series of Notes (including, without limitation, making such modifications to the Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes; provided, however, that the creation of any Segregated Series of Notes shall not result in a material adverse effect on the Noteholders of any Series unless the Required Noteholders of such Series shall have given their prior written consent to the creation thereof); (b) to add to the covenants of the Issuer AFC-II for the benefit of any Noteholders Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer AFC-II (provided, however, that the Issuer AFC-II will not pursuant to this Section subsection 12.1(b) surrender any right or power it has under the Transaction Documentsagainst any Lessee, AESOP Leasing, AESOP Leasing II, Original AESOP, PVHC, Quartx or any Manufacturer); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by AFC-II and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersSecured Parties; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Supplement or in any Notes issued hereunder; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture Inden- 113 ture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture Supplement; or (g) if the Indenture is required to be qualified under the TIA, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIAIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of the IssuerCounsel, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders. Upon the request of AFC-II, accompanied by a resolution of the Board of Directors authorizing the execution of any Supplement to effect such amendment, and upon receipt by the Trustee and ARAC of the documents described in Section 2.2 hereof, the Trustee shall join with AFC-II in the execution of any Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of any Noteholder, but subject to satisfaction of the Rating Agency ConditionARG II, the Issuer Trustee, and the Indenture Trusteeany applicable Enhancement Provider, at any time and from time to time, may amendenter into one or more Supplements hereto, modifyfor any of the following purposes, or waive provided that the provisions Rating Agency Confirmation Condition with respect to each Outstanding Series of this Base Indenture or, unless otherwise specified therein, any Indenture Notes is met with respect to such Supplement: (a) to create a new Series of Notes (including, without limitation, making such modifications to the Indenture and the other Related Documents as may be required to issue a Segregated Series of Notes; PROVIDED, HOWEVER, that the creation of any Segregated Series of Notes shall not result in a material adverse effect on the Noteholders of any Series unless the Required Noteholders of such Series shall have given their prior written consent to the creation thereof); (b) to add to the covenants of the Issuer ARG II for the benefit of any Noteholders Group III Secured Parties or Group-Specific Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer ARG II (providedPROVIDED, howeverHOWEVER, that the Issuer ARG II will not pursuant to this Section 12.1(bSUBSECTION 12.1(B) surrender any right or power it has under the Transaction Group III Leasing Company Related Documents or the Group-Specific Leasing Company Related Documents, as applicable); (c) to mortgage, pledge, convey, assign and transfer to the Indenture Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Notes and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Indenture Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by ARG II and the IssuerTrustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Indenture Trustee on behalf of the NoteholdersTrustee; (d) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any Indenture Series Supplement or in any Notes issued hereunder; (e) to provide for uncertificated Notes in addition to certificated Notes; (f) to add to or change any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series of Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee;; or (fh) to correct or supplement any provision herein or in any Indenture Supplement which may be inconsistent with any other provision herein or therein or to make any other provisions with respect to matters or questions arising under this Base Indenture or in any Indenture SupplementIndenture; or (g) if the Indenture is required to be qualified under the TIAPROVIDED, to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA; provided, howeverHOWEVER, that, as evidenced by an Officer’s Certificate Opinion of the IssuerCounsel, such action shall not adversely affect in any material respect the interests of any NoteholderNoteholders. Upon the request of ARG II and upon receipt by the Trustee of the documents described in SECTION 2.2 hereof, the Trustee shall join with ARG II in the execution of any Series Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.