Common use of Without Consent of the Noteholders Clause in Contracts

Without Consent of the Noteholders. (a) Without the consent of any Group II Noteholder, at any time and from time to time, HVF II and the Trustee may amend, modify, or waive the provisions of this Group II Supplement or any Group II Series Supplement: (i) to create a new Series of Group II Notes; (ii) to add to the covenants of 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 Series of Group II Notes) or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II Related Documents); (iii) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement or as may, consistent with the provisions of the Group II Supplement, be deemed appropriate by HVF II 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 Trustee on behalf of the Group II Noteholders; (iv) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (v) 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 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 this Group II Supplement as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (viii) to correct or supplement any provision herein 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of HVF II, such action shall not adversely affect in any material respect the interests of any Group II Noteholder or Group II Series Enhancement Provider.

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 Group II Supplement or Base Indenture or, unless otherwise specified therein, any Group II Series Indenture Supplement: (ia) to create a new Series of Group II Notes; (iib) to add to the covenants of HVF II the Issuer 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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II the Issuer (provided, however, that HVF II the Issuer will not pursuant to this Section 10.1(a)(ii12.1(b) surrender any right or power it has under any Group II Related the Transaction Documents); (iiic) 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 Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II and the TrusteeIssuer, 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; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in this Group II any Indenture Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (v) 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; (viie) 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (viiif) to correct or supplement any provision herein that 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 Group II Supplement Base Indenture or in any Group II Series Indenture Supplement; or (ixg) 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 amendments hereto reasonably necessary similar federal statute hereafter enacted and to accommodate add to the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofIndenture such other provisions as may be expressly required by the TIA; provided, however, that, as evidenced by an Officer’s Certificate of HVF IIthe Issuer, such action shall not adversely affect in any material respect the interests of any Group II Noteholder or Group II Series Enhancement ProviderNoteholder.

Without Consent of the Noteholders. (a) Without the consent of any Group II Indenture Noteholder, ZVF and the Trustee, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (i) to create a new Series of Group II 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)); (ii) to add to the covenants of HVF II ZVF for the benefit of any Group II Indenture Noteholders (and if such covenants are to be for the benefit of less than all Series of Group II Indenture Notes, stating that such covenants are expressly being included solely for the benefit of such Series of Group II Indenture Notes) or to surrender any right or power herein conferred upon HVF II ZVF (provided, however, that HVF II ZVF will not pursuant to this Section 10.1(a)(iisubsection 12.1(a)(ii) surrender any right or power it has under any Group II the Related Documents); (iii) to mortgage, pledge, convey, assign and transfer to the 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 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II ZVF 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 Trustee on behalf of the Group II NoteholdersTrustee; (iv) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in any Group II Indenture Notes issued hereunder; (v) to provide for uncertificated Group II Indenture Notes in addition to certificated Group II Indenture Notes; (vi) to add to or change any of the provisions of this Group II Supplement the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Group II 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 Trustee with respect to the Group II Indenture Notes of one or more Series of Group II Indenture Notes and to add to or change any of the provisions of this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viii) to correct or supplement any provision herein that or in any 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 Group II Supplement Base Indenture or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of HVF IIZVF, such action shall not adversely affect in any material respect the interests of any Group II Indenture Noteholder or Group II Series 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. (a) Without the consent of any Group II Noteholder, ARG, the Trustee, and any applicable Enhancement Provider, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions following purposes; provided that the Rating Agency Confirmation Condition with respect to each Outstanding Series of this Group II Supplement or any Group II Series Notes is met with respect to such Supplement: (ia) to create a new Series of Group II 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); (iib) (i) to add to the covenants of HVF II ARG for the benefit of any Group II Noteholders Secured Parties or Group-Specific Secured Parties (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 Series of Group II NotesSeries) or (ii) to surrender any right or power herein conferred upon HVF II ARG (provided, however, that HVF II ARG will not pursuant to this Section 10.1(a)(iisubsection (b) surrender any right or power it has under any Group II the Leasing Company Related Documents or Group-Specific Leasing Company Related Documents); (iiic) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II ARG 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 Trustee on behalf of the Group II NoteholdersTrustee; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Indenture 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (viiih) to correct or supplement any provision herein that 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 Group II Supplement or in any Group II Series SupplementIndenture; or (ixi) to effect correct, amend or supplement the Indenture in connection with the adoption, amendment or implementation of, or any amendments hereto reasonably necessary to accommodate change in the purchase interpretation, administration or application of, the Code or the treasury regulations promulgated thereunder (and any applicable corresponding provisions of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofstate tax legislation); provided, however, that, as evidenced by an Officer’s Certificate of HVF II, that such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholders, 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 Group II 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 Enhancement ProviderSupplement which 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 NoteholderNoteholder but with the consent of the Rating Agencies, NFLP, the Trustee, and any applicable Enhancement Provider, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions of this Group II Supplement or any Group II Series Supplement:following purposes; (ia) to create a new Series of Group II 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); (iib) to add to the covenants of HVF II NFLP for the benefit of the Noteholders of all or any Group II Noteholders Series of Notes (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II NFLP (provided, however, that HVF II NFLP will not pursuant to this Section 10.1(a)(iisubsection 12.1(b) surrender any right or power it has under against the Servicer, the Lessee or any Group II Related DocumentsManufacturer); (iiic) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II NFLP 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 Trustee on behalf of the Group II NoteholdersTrustee; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in this Group II any Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Indenture 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viiih) to correct or supplement any provision herein that 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel, such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholders. 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 Group II Series Enhancement Providerpermitted 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. (a) Without the consent of any Group II Noteholder, HVF and the Trustee, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (i) to create a new Series of Group II Notes; (ii) to add to the covenants of 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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(iisubsection 12.1(a)(ii) surrender any right or power it has under any Group II the Related Documents); (iii) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II 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 Trustee on behalf of the Group II NoteholdersTrustee; (iv) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in any Group II Notes issued hereunder; (v) 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 the Indenture 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 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viii) to correct or supplement any provision herein that or in any 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 Group II Supplement Indenture or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of HVF IIHVF, such action shall not adversely affect in any material respect the interests of any Group II Noteholder or Group II Series 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 Group Noteholder, HVF II Noteholderand the Trustee, at any time and from time to time, HVF II and may enter into one or more Indenture Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (i) to create a new Series Group of Group II Notes; (ii) to create a new Series of Notes; (iii) to add to the covenants of 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 Series of Group II Notes) or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(iisubsection 9.1(a)(iii) surrender any right or power it has under any Group II Related DocumentsDocument or Series Related Document); (iiiiv) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Base Indenture or as may, consistent with the provisions of the Group II SupplementBase Indenture, be deemed appropriate by HVF II and the Trustee, 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 Trustee on behalf of the Group II NoteholdersTrustee; (ivv) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunderherein; (vvi) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vivii) to add to or change any of the provisions of this Group II Supplement the Base Indenture 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; (viiviii) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viiiix) to correct or supplement any provision herein 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofBase Indenture; provided, however, that, as evidenced by an Officer’s Certificate of HVF II, such action shall not adversely affect in any material respect the interests of any Group II Noteholder or Group II Series Enhancement ProviderNoteholder.

Without Consent of the Noteholders. (a) Without the consent of any Group II I Noteholder, at any time and from time to time, HVF II and the Trustee may amend, modify, or waive the provisions of this Group II I Supplement or any Group II I Series Supplement: (i) to create a new Series of Group II I Notes; (ii) to add to the covenants of HVF II for the benefit of any Group II I Noteholders (and if such covenants are to be for the benefit of less than all Series of Group II I Notes, stating that such covenants are expressly being included solely for the benefit of such Series of Group II I Notes) or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II I Related Documents); (iii) to mortgage, pledge, convey, assign and transfer to the Trustee any additional property or assets, or increase the amount of such property or assets that are required as security for the Group II 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II I Supplement or as may, consistent with the provisions of the Group II I Supplement, be deemed appropriate by HVF II 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 Trustee on behalf of the Group II I Noteholders; (iv) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II I Supplement or in any Group II I Series Supplement or in any Group II I Notes issued hereunder; (v) to provide for uncertificated Group II I Notes in addition to certificated Group II I Notes; (vi) to add to or change any of the provisions of this Group II I Supplement to such extent as shall be necessary to permit or facilitate the issuance of Group II 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 Trustee with respect to the Group II I Notes of one or more Series of Group II I Notes and to add to or change any of the provisions of this Group II I Supplement as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (viii) to correct or supplement any provision herein 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 Group II I Supplement or in any Group II I Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II I Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of HVF II, such action shall not adversely affect in any material respect the interests of any Group II I Noteholder or Group II I Series Enhancement Provider.

Without Consent of the Noteholders. (a) Without the consent of any Group II Indenture Noteholder, HVF and the Trustee, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (i) to create a new Series of Group II 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); (ii) to add to the covenants of HVF II for the benefit of any Group II Indenture Noteholders (and if such covenants are to be for the benefit of less than all Series of Group II Indenture Notes, stating that such covenants are expressly being included solely for the benefit of such Series of Group II Indenture Notes) or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(iisubsection 12.1(a)(ii) surrender any right or power it has under any Group II the Related Documents); (iii) to mortgage, pledge, convey, assign and transfer to the 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 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II 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 Trustee on behalf of the Group II NoteholdersTrustee; (iv) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in any Group II Indenture Notes issued hereunder; (v) to provide for uncertificated Group II Indenture Notes in addition to certificated Group II Indenture Notes; (vi) to add to or change any of the provisions of this Group II Supplement the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Group II 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 Trustee with respect to the Group II Indenture Notes of one or more Series of Group II Indenture Notes and to add to or change any of the provisions of this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viii) to correct or supplement any provision herein that or in any 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 Group II Supplement Indenture or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of HVF IIHVF, such action shall not adversely affect in any material respect the interests of any Group II Indenture Noteholder or Group II Series 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 Group II Noteholder, the Issuers and the Trustee (solely as long as a Financial Insurance Provider is the Controlling Party, acting at the direction of the Controlling Party), at any time and from time to time, HVF II 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 amend or otherwise modify any Related Document to which it is a party, in each case for any of the Trustee may amend, modify, or waive the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (ia) subject to Section 2.3, to create a new Series of Group II Notes; (iib) to add to the covenants of HVF II any Issuer 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 Series of Group II Notes) Secured Parties or to surrender any right or power herein conferred upon HVF II any Issuer (provided, however, that HVF II no Issuer will not pursuant to this Section 10.1(a)(iisubsection 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 any Group II the Related Documents); (iiic) to mortgage, pledge, convey, assign and transfer to the Trustee any additional property or assets, or increase the amount of such property prop-erty 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II the 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 Trustee on behalf of the Group II NoteholdersSecured Parties; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in Related Document to which any Group II Notes issued hereunderIssuer is a party; (v) 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; (viie) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;Notes; or (viiif) to correct or supplement any provision herein that or in any 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 hereunder or under this Group II Supplement or in any Group II Series Supplement; or (ix) Related Document to effect which any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofIssuer is a party; provided, however, that, so long as evidenced by an Officer’s Certificate of HVF IIa Financial Insurance Provider is not the Controlling Party, such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholders, 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 Group II Series Enhancement Provider(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 the Noteholders, and subject to satisfaction of the Rating Agency Condition, and, unless otherwise provided in any Group II NoteholderSeries 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 Trustee, when authorized by an Issuer Order, at any time and from time to time, HVF II and the Trustee 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 Group II Supplement or any Group II the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise provided in a Series Supplement, for any of the following purposes: (ia) to create a new Series correct or amplify the description of Group II 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; (iic) to add to the covenants of HVF II the Issuer 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 Series of Group II Notes) Secured Parties or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II Related Documents)the Issuer; (iiid) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the 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 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement this Indenture or as may, consistent with the provisions of the Group II Supplementthis Indenture, be deemed appropriate by HVF II the Issuer 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 Trustee on behalf of the Group II NoteholdersTrustee; (ive) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in of this Group II Supplement 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 Group II Series Supplement or in any Group II Notes issued hereundermaterial respect without its consent; (v) 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; (viif) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Group II Notes of one or more Series of Group II Notes and or to add to or change any of the provisions of this Group II Supplement Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee pursuant to the requirements of Article 11; (viiig) to correct modify, eliminate or supplement add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any provision herein that similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be inconsistent with 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 other provision herein 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 therein change in any manner or to make eliminate any other of the provisions with respect to matters of, this Indenture or questions arising modify in any manner the rights of the Holders of the Notes under this Group II Supplement or in any Group II Series SupplementIndenture; or (ixj) to effect any amendments hereto reasonably necessary to accommodate reduce the purchase Class C Note Rate with the consent of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofeach 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: (i) an Opinion of Counsel or (ii) Conn’s Officer Certificate. Upon the request of the Issuer and upon receipt by an Officer’s Certificate the Trustee of HVF IIthe 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 Group II Noteholder be obligated to enter into such supplemental indenture or Group II Series Enhancement Provideramendment 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, the Issuer, the Indenture Trustee, and any applicable Enhancement Provider, if any, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendIndenture Trustee, modifyfor any of the following purposes, or waive provided that the provisions Rating Agency Confirmation Condition with respect to each outstanding Series of this Group II Supplement or any Group II Series Notes is met with respect to such Supplement: (ia) to create a new Series of Group II 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); (iib) to add to the covenants of HVF II the Issuer for the benefit of any Group II Noteholders Secured Parties (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II Related Documents)the Issuer; (iiic) 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 Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementBase Indenture, be deemed appropriate by HVF II the Issuer 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 Group II NoteholdersAlternative Loan Schedule or Student Loan Schedule); (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in any Group II Notes issued hereunderSupplement; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Base Indenture 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; (viig) 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 Group II Notes of one or more Series of Group II Notes and to add to or change any of the provisions of this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (viiii) to correct or supplement any provision herein that may be inconsistent with any other provision add to the covenants and agreements contained herein or therein or in any 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 hereunder or under this Group II Supplement any Related Document as may be necessary or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate desirable and not inconsistent with the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofRelated Documents; provided, however, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel, such action shall not adversely affect in any material respect the interests of any Group II 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 Group II 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 Enhancement Provider.Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise. 66

Without Consent of the Noteholders. (a) Without the consent of any Group II NoteholderNoteholder or any other Secured Party, the Co-Issuers, the Administrative Agent and the Trustee, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to each party, for any of the Trustee may amend, modify, or waive the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (i) to create a new Series of Group II Notes; (ii) to add to the covenants of HVF II the Securitization Entities for the benefit of any Group II Noteholders or any other Secured Parties (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 Series of Group II NotesSeries) or to surrender for the benefit of the Noteholders and the other Secured Parties any right or power herein conferred upon HVF II (the Securitization Entities; provided, however, that HVF II will not no Co-Issuer shall pursuant to this Section 10.1(a)(ii12.1(a)(ii) surrender any right or power it has under any Group II the Related DocumentsDocuments (other than this Base Indenture); (iii) to mortgage, pledge, convey, assign and transfer to the 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 Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II the Co-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 Trustee on behalf of the Group II NoteholdersTrustee; (iv) to cure any mistake, ambiguity, defect, defect or inconsistency or to correct or supplement any provision contained herein or in this Group II any Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunderhereunder or any other Indenture Document to which the Trustee is a party; (v) 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 the Indenture 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 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (viii) to correct or supplement any provision herein or in any Supplement or any other Indenture 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 Group II Supplement Base Indenture or in any Group II Series SupplementSupplement or any other Indenture Document to which the Trustee is a party; or (ix) to effect conform any amendments hereto reasonably necessary provision of this Base Indenture to accommodate any provision of the purchase “Description of any Additional Group II Leasing Company Note purchased the Indenture” or “Description of the Offered Notes” set forth in accordance with Section 8.9 hereofthe Offering Memorandum; provided, however, that, as evidenced by an Officer’s Certificate of HVF IIdelivered to the Trustee and the Administrative Agent, such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholder, any Note Owner or Group II 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 Enhancement ProviderSupplement 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 Group II Noteholder, HVF III and the Trustee, at any time and from time to time, HVF II and may enter into one or more Supplemental Indentures hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (i) to create a new Series of Group II Notes (including a segregated Series of Notes); (ii) to add to the covenants of HVF II III 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 Series of Group II Notes) or to surrender any right or power herein conferred upon HVF II III (provided, however, that HVF II will III shall not pursuant to this Section 10.1(a)(ii12.1(a)(ii) (Without Consent of the Noteholders) surrender any right or power it has under any Group II Related DocumentsDocument other than to the Trustee or the Noteholders); (iii) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement this Base Indenture or as may, consistent with the provisions of the Group II Supplementthis Base Indenture, be deemed appropriate by HVF II III and the Trustee, 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 Trustee on behalf of the Group II Noteholders; (iv) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in any Group II Notes issued hereunder; (v) 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 Base Indenture 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 Trustee Trustee, a successor to the Collateral Agent or a successor to the Vehicle-Only Collateral Agent 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 this Group II Supplement Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one TrusteeTrustee or Collateral held by more than one agent, as applicable; (viii) to correct or supplement any provision herein that 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 Group II Supplement Base Indenture or in any Group II Series Supplement; or; (ix) to effect 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 amendments hereto reasonably necessary other payments received in connection with the purchase, sale or disposition of Vehicles; (x) to accommodate evidence and provide for electronic titling of Vehicles; or (xi) to evidence and provide for the purchase establishment of any Additional Group II Leasing Company Note purchased one or more limited special purpose entities (including additional affiliates of the Servicer) that will either serve as dealers of used Vehicles or acquire Vehicles from HVF III, in accordance with Section 8.9 hereof; each case in the ordinary course of HVF III’s business. provided, however, that, as evidenced by an Officer’s Certificate of HVF IIIII, such action shall not adversely affect in any material respect the interests of any Group II Noteholder or Group II Series 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. (a) Without the consent of any Group II NoteholderNoteholder but with the consent of the Rating Agencies, Thrifty Finance, the Servicer, the Trustee, and any applicable Enhancement Provider, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (ia) to create a new Series of Group II 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); (iib) 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 HVF II Thrifty Finance for the benefit of the Noteholders of all or any Group II Noteholders Series of Notes (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II Thrifty Finance (provided, however, that HVF II Thrifty Finance will not pursuant to this Section 10.1(a)(iisubsection 11.1(c) surrender any right or power it has under against the Servicer, the Lessee or any Group II Related DocumentsManufacturer); (iiid) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth -84- 92 such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II Thrifty Finance 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 Trustee on behalf of the Group II NoteholdersTrustee; (ive) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in this Group II any Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (v) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Group II Notes in bearer formNotes, registrable or not registrable as to principal, and with or without interest coupons; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viiih) to correct or supplement any provision herein that 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel, such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholders. 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 Group II Series Enhancement Providerpermitted 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. (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 Group II Supplement Base Indenture or any Group II Series Indenture Supplement (except as otherwise set forth in such Indenture Supplement:): (ia) to create a new Series of Group II Notes; (iib) to add to the covenants of HVF II the Issuer 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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II the Issuer (provided, however, that HVF II the Issuer will not pursuant to this Section 10.1(a)(ii12.1(b) surrender any right or power it has under any Group II Related the Transaction Documents); (iiic) 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 Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II and the TrusteeIssuer, 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; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in this Group II any Indenture Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (v) 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; (viie) 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; (viiif) to correct or supplement any provision herein that 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 Group II Supplement Base Indenture or in any Group II Series Indenture Supplement; or (ixg) if the Base Indenture is required to be qualified under the TIA, modify, eliminate or add to the provisions of the Base Indenture to such extent as shall be necessary to effect any amendments hereto reasonably necessary to accommodate the purchase qualification of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofthe Base Indenture under that act; provided, however, that, as evidenced by an Officer’s Certificate of HVF IIthe Issuer, such action shall not adversely affect in any material respect the interests of any Group II Noteholder or Group II Series Enhancement ProviderNoteholder.

Without Consent of the Noteholders. (a) Without the consent of any Group II Noteholder, ARG II, the Trustee, and any applicable Enhancement Provider, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, for any of the Trustee may amendfollowing purposes, modify, or waive provided that the provisions Rating Agency Confirmation Condition with respect to each Outstanding Series of this Group II Supplement or any Group II Series Notes is met with respect to such Supplement: (ia) to create a new Series of Group II 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); (iib) to add to the covenants of HVF ARG II for the benefit of any Group II Noteholders III Secured Parties or Group-Specific Secured Parties (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF ARG II (providedPROVIDED, howeverHOWEVER, that HVF ARG II will not pursuant to this Section 10.1(a)(iiSUBSECTION 12.1(B) surrender any right or power it has under any the Group II III Leasing Company Related Documents or the Group-Specific Leasing Company Related Documents, as applicable); (iiic) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF ARG II 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 Trustee on behalf of the Group II NoteholdersTrustee; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Indenture 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viiih) to correct or supplement any provision herein that 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 Group II Supplement or in any Group II Series SupplementIndenture; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; providedPROVIDED, howeverHOWEVER, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel, such action shall not adversely affect in any material respect the interests of any Group Noteholders. Upon the request of ARG II Noteholder 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 Group II 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 Enhancement ProviderSupplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. (a) Without the consent of the Holders of any Group II NoteholderNotes, 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 Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, HVF II and the Trustee 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 Group II Supplement or any Group II the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise provided in a Series Supplement, for any of the following purposes: (ia) to create a new Series of Group II Notes; (iib) 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 HVF II the Issuer for the benefit of any Group II Noteholders Secured Parties (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II Related Documents)the Issuer; (iiie) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the 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 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 Trustee and to set forth such 102 other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II the Issuer 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 Trustee on behalf of the Group II NoteholdersTrustee; (ivf) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II 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 Group II 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; (v) 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Group II Notes of one or more Series of Group II Notes and or to add to or change any of the provisions of this Group II Supplement the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee pursuant to the requirements of Article 11; (viiih) to correct modify, eliminate or supplement add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any provision herein that similar Federal statute hereafter enacted and to add to this Indenture such other provisions as 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 Group II Supplement or in any Group II Series Supplementexpressly required by the TIA; or (ixi) to effect add any amendments hereto reasonably necessary provisions to, or change in any manner or eliminate any of the provisions of, this Indenture (including any Series Supplement or amendment to accommodate any Series Supplement) or modify in any manner the purchase rights of the Holders of the Notes under this Indenture (including any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofSeries Supplement or amendment to any Series Supplement); provided, however, thatthat 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 Issuer and upon receipt by the Trustee of the documents described in Section 2.2, as evidenced the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by an Officer’s Certificate the terms of HVF IIthis Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, such action but the Trustee shall not adversely affect in any material respect the interests of any Group II Noteholder be obligated to enter into such Series Supplement which affects its own rights, duties or Group II Series Enhancement Providerimmunities under this Indenture or otherwise.

Without Consent of the Noteholders. (a) Without the consent of any Group II NoteholderNoteholder but with the consent of the Rating Agencies, TFFC, the Servicer, the Trustee, and any applicable Enhancement Provider, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (ia) to create a new Series of Group II 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); (iib) to add to the covenants of HVF II TFFC for the benefit of the Noteholders of all or any Group II Noteholders Series of Notes (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II TFFC (provided, however, that HVF II TFFC will not pursuant to this Section 10.1(a)(iisubsection 12.1(b) surrender any right or power it has under against the Servicer, the Guarantor, any Group II Related DocumentsLessee or any Manufacturer); (iiic) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II TFFC 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 Trustee on behalf of the Group II NoteholdersTrustee; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in this Group II any Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Group II Notes in bearer formNotes, registrable or not registrable as to principal, and with or without interest coupons; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viiih) to correct or supplement any provision herein that 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel, such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholders. 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 Group II Series Enhancement Providerpermitted 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. (a) Without the consent of the Noteholders, and subject to satisfaction of the Rating Agency Condition, and, unless otherwise provided in any Group II NoteholderSeries 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 Trustee, when authorized by an Issuer Order, at any time and from time to time, HVF II and the Trustee 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 Group II Supplement or any Group II the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise provided in a Series Supplement, for any of the following purposes: (ia) to create a new Series correct or amplify the description of Group II 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; (iic) to add to the covenants of HVF II the Issuer 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 Series of Group II Notes) Secured Parties or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II Related Documents)the Issuer; (iiid) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the 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 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement this Indenture or as may, consistent with the provisions of the Group II Supplementthis Indenture, be deemed appropriate by HVF II the Issuer 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 Trustee on behalf of the Group II NoteholdersTrustee; (ive) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in of this Group II Supplement 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 Group II Series Supplement or in any Group II Notes issued hereundermaterial respect without its consent; (v) 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; (viif) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Group II Notes of one or more Series of Group II Notes and or to add to or change any of the provisions of this Group II Supplement Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee pursuant to the requirements of Article 11; (viiig) to correct modify, eliminate or supplement add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any provision herein that similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be inconsistent with 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 other provision herein 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 therein change in any manner or to make eliminate any other of the provisions with respect to matters of, this Indenture or questions arising modify in any manner the rights of the Holders of the Notes under this Group II Supplement or in any Group II Series SupplementIndenture; or (ixj) to effect any amendments hereto reasonably necessary to accommodate reduce the purchase Class C Note Rate with the consent of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofeach 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: (i) an Opinion of Counsel or (ii) Conn’s Officer Certificate. Upon the request of the Issuer and upon receipt by an Officer’s Certificate the Trustee of HVF IIthe 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 Group II Noteholder be obligated to enter into such supplemental indenture or Group II Series Enhancement Provideramendment 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, ARG, the Trustee, and any applicable Enhancement Provider, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modifyfor any of the following purposes, or waive provided that the provisions Rating Agency Confirmation Condition with respect to each Outstanding Series of this Group II Supplement or any Group II Series Notes is met with respect to such Supplement: (ia) to create a new Series of Group II 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); (iib) to add to the covenants of HVF II ARG for the benefit of any Group II Noteholders Secured Parties (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II ARG (provided, however, that HVF II ARG will not pursuant to this Section 10.1(a)(iisubsection 12.1(b) surrender any right or power it has under any Group II the Leasing Company Related Documents); (iii) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement or as may, consistent with the provisions of the Group II Supplement, be deemed appropriate by HVF II 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 Trustee on behalf of the Group II Noteholders; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Indenture 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viiih) to correct or supplement any provision herein that 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel, such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholders. 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 Group II 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 Enhancement ProviderSupplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. (a) Without the consent of the Holders of any Group II NoteholderNotes, 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 the Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, HVF II and the Trustee 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 Group II Supplement or any Group II the Trust Indenture Act as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise provided in a Series Supplement, for any of the following purposes: (ia) to create a new Series of Group II Notes; (iib) 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 HVF II the Issuer for the benefit of any Group II Noteholders Secured Parties (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II Related Documents)the Issuer; (iiie) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II the Issuer 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 Trustee on behalf of the Group II NoteholdersTrustee; (ivf) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II 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 Group II 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 supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement; provided that such action shall not adversely affect the interests of any Holder of the Notes issued hereunderwithout its consent; (v) 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Group II Notes of one or more Series of Group II Notes and or to add to or change any of the provisions of this Group II Supplement the Indenture as shall be necessary and 107 permitted to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee pursuant to the requirements of Article 11; (viiih) to correct modify, eliminate or supplement add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any provision herein that similar Federal statute hereafter enacted and to add to this Indenture such other provisions as 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 Group II Supplement or in any Group II Series Supplementexpressly required by the TIA; or (ixi) to effect add any amendments hereto reasonably necessary to accommodate provisions to, or change in any manner or eliminate any of the purchase 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 Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofSeries Supplement; provided, however, that, as evidenced by an Officer’s Certificate of HVF II, that any such action shall not not, adversely affect in any material respect the interests of any Group II 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 Group II 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 Enhancement ProviderSupplement 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. (a) Without the consent of any Group II Noteholder, CRCF, the Trustee, and any applicable Enhancement Provider, at any time and from time to time, HVF II may enter into one or more Supplements hereto, in form satisfactory to the Trustee, for any of the following purposes, provided that (i) with respect to clause (a) below, the Rating Agency Confirmation Condition is met and (ii) with respect to clauses (b) to (h) below, the Trustee may amend, modify, or waive the provisions of this Group II Supplement or any Group II Series SupplementRating Agency Consent Condition is met: (ia) to create a new Series of Group II 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); (iib) to add to the covenants of HVF II CRCF for the benefit of any Group II Noteholders Secured Parties (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II CRCF (provided, however, that HVF II CRCF will not pursuant to this Section 10.1(a)(iisubsection 12.1(b) surrender any right or power it has under against any Group II Related DocumentsLessee, AESOP Leasing, AESOP Leasing II, Original AESOP, PVHC, Quartx or any Manufacturer); (iiic) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement this Base Indenture or as may, consistent with the provisions of the Group II Supplementthis Base Indenture, be deemed appropriate by HVF II CRCF 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 Trustee on behalf of the Group II NoteholdersSecured Parties; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in this Group II any Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement Base Indenture 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viiih) to correct or supplement any provision herein that 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofBase Indenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel, such action shall not adversely affect in any material respect the interests of any Group II Noteholder or Group II Series Enhancement Provider.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 the Holders of any Group II NoteholderNotes, 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 Trustee, when authorized by an Issuer Order, at any time and from time to time, HVF II and the Trustee 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 Group II Supplement or any Group II the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise provided in a Series Supplement, for any of the following purposes: (ia) to create a new Series correct or amplify the description of Group II 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; (iic) to add to the covenants of HVF II the Issuer 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 Series of Group II Notes) Secured Parties or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II Related Documents)the Issuer; (iiid) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the 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 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement this Indenture or as may, consistent with the provisions of the Group II Supplementthis Indenture, be deemed appropriate by HVF II the Issuer 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 Trustee on behalf of the Group II NoteholdersTrustee; (ive) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in of this Group II Supplement 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 Group II Series Supplement or in any Group II Notes issued hereundermaterial respect without its consent; (v) 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; (viif) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Group II Notes of one or more Series of Group II Notes and or to add to or change any of the provisions of this Group II Supplement Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee pursuant to the requirements of Article 11; (viiig) to correct modify, eliminate or supplement add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any provision herein that similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be inconsistent with 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 other provision herein 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 therein change in any manner or to make eliminate any other of the provisions with respect to matters of, this Indenture or questions arising modify in any manner the rights of the Holders of the Notes under this Group II Supplement or in any Group II Series SupplementIndenture; or (ixj) to effect any amendments hereto reasonably necessary to accommodate reduce the purchase Class C Note Rate with the consent of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofeach 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: (i) an Opinion of Counsel or (ii) Conn’s Officer Certificate. Upon the request of the Issuer and upon receipt by an Officer’s Certificate the Trustee of HVF IIthe 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 Group II Noteholder be obligated to enter into such supplemental indenture or Group II Series Enhancement Provideramendment 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 NoteholderNoteholder or any other Secured Party, the Co-Issuers and the Trustee, with the consent of the Control Party, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (i) to create a new Series of Group II Notes; provided, however, that the consent of the Control Party is only necessary to the extent required by Section 2.2; (ii) to add to the covenants of HVF II the Securitization Entities for the benefit of any Group II Noteholders or any other Secured Parties (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 Series of Group II NotesSeries) or to surrender for the benefit of the Noteholders and the other Secured Parties any right or power herein conferred upon HVF II (the Securitization Entities; provided, however, that HVF II no Co-Issuer will not pursuant to this Section 10.1(a)(ii12.1(a)(ii) surrender any right or power it has under any Group II the Related Documents); (iii) to mortgage, pledge, convey, assign and transfer to the 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 Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II the Co-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 Trustee on behalf of the Group II NoteholdersTrustee; (iv) to cure any mistake, ambiguity, defect, defect or inconsistency or to correct or supplement any provision contained herein or in this Group II any Supplement or in any Group II Series Supplement Notes issued hereunder or in the G&C Agreement or any Group II Notes issued hereunderother Indenture Document to which the Trustee is a party; (v) 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 the Indenture 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 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 this Group II Supplement 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 Trustee;; or (viii) to correct or supplement any provision herein that or in any Supplement or in the G&C Agreement or any other Indenture 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 Group II Supplement Base Indenture or in any Group II Series Supplement; or (ix) , in the G&C Agreement or any other Indenture Document to effect any amendments hereto reasonably necessary to accommodate which the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofTrustee is a party; provided, however, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel delivered to the Trustee and the Control Party, such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholder, any Note Owner or Group II 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 Enhancement ProviderSupplement 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 Group II NoteholderNoteholder or any other Secured Party, the Co-Issuers and the Trustee, with the consent of the Control Party, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (i) to create a new Series of Group II Notes; provided, however, that the consent of the Control Party is only necessary to the extent required by Section 2.2; (ii) to add to the covenants of HVF II the Securitization Entities for the benefit of any Group II Noteholders or any other Secured Parties (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 Series of Group II NotesSeries) or to surrender for the benefit of the Noteholders and the other Secured Parties any right or power herein conferred upon HVF II (the Securitization Entities; provided, however, that HVF II no Co-Issuer will not pursuant to this Section 10.1(a)(ii12.1(a)(ii) surrender any right or power it has under any Group II the Related Documents); (iii) to mortgage, pledge, convey, assign and transfer to the 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 Obligations and to specify the terms and conditions upon which such additional property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II the Co-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 Trustee on behalf of the Group II NoteholdersTrustee; (iv) to cure any mistake, ambiguity, defect, defect or inconsistency or to correct or supplement any provision contained herein or in this Group II any Supplement or in any Group II Series Supplement Notes issued hereunder or in the Global G&C Agreement or any Group II Notes issued hereunderother Indenture Document to which the Trustee is a party; (v) 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 the Indenture 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 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 this Group II Supplement 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 Trustee;; or (viii) to correct or supplement any provision herein that or in any Supplement or in the Global G&C Agreement or any other Indenture 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 Group II Supplement Base Indenture or in any Group II Series Supplement; or (ix) , in the Global G&C Agreement or any other Indenture Document to effect any amendments hereto reasonably necessary to accommodate which the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofTrustee is a party; provided, however, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel delivered to the Trustee and the Control Party, such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholder, any Note Owner or Group II 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 Enhancement ProviderSupplement 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 Group II Noteholder, the Issuer, the Trustee and any applicable Enhancement Provider, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions following purposes; provided that the Rating Agency Confirmation Condition with respect to each Outstanding Series of this Group II Supplement or any Group II Series Notes is met with respect to such Supplement: (ia) to create a new Series of Group II 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); (iii) to add to the covenants of HVF II the Issuer for the benefit of any Group II Noteholders Secured Parties (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 Series of Group II NotesSeries) or (ii) to surrender any right or power herein conferred upon HVF II the Issuer (provided, however, that HVF II the Issuer will not pursuant to this Section 10.1(a)(iisubsection (b) surrender any right or power it has under against the Servicer, the Guarantor, any Group II Related Documentsof the Lessees or any Manufacturer); (iiic) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II the Issuer 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 Trustee on behalf of the Group II NoteholdersTrustee; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Indenture 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (viiih) 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 that 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofIndenture; provided, however, that, as evidenced by an Officer’s Certificate of HVF II, that such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholders, 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 Group II 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 Enhancement ProviderSupplement which 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, AFC-II, the Trustee, and any applicable Enhancement Provider, at any time and from time to time, HVF II may enter into one or more Supplements hereto, in form satisfactory to the Trustee, for any of the following purposes, provided that (i) with respect to clause (a) below, the Rating Agency Confirmation Condition is met and (ii) with respect to clauses (b) to (h) below, the Trustee may amend, modify, or waive the provisions of this Group II Supplement or any Group II Series SupplementRating Agency Consent Condition is met: (ia) to create a new Series of Group II 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); (iib) to add to the covenants of HVF AFC-II for the benefit of any Group II Noteholders Secured Parties (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF AFC-II (provided, however, that HVF AFC-II will not pursuant to this Section 10.1(a)(iisubsection 12.1(b) surrender any right or power it has under against any Group II Related DocumentsLessee, AESOP Leasing, AESOP Leasing II, Original AESOP, PVHC, Quartx or any Manufacturer); (iiic) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF AFC-II 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 Trustee on behalf of the Group II NoteholdersSecured Parties; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in this Group II any Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Indenture 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Inden- 113 ture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viiih) to correct or supplement any provision herein that 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel, such action shall not adversely affect in any material respect the interests of any Group Noteholders. 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 Noteholder in the execution of any Supplement authorized or Group II Series Enhancement Providerpermitted 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. (a) Without the consent of any Group II Noteholder, at any time and from time to time, HVF II and the Trustee may amend, modify, or waive the provisions of this Group II Supplement or any Group II Series Supplement: (i) to create a new Series of Group II Notes; (ii) to add to the covenants of 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 Series of Group II Notes) or to surrender any right or power herein WEIL:\95390710\1\99910.6247 conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II Related Documents); (iii) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement or as may, consistent with the provisions of the Group II Supplement, be deemed appropriate by HVF II 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 Trustee on behalf of the Group II Noteholders; (iv) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (v) 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 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 this Group II Supplement as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (viii) to correct or supplement any provision herein 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of HVF II, such action shall not adversely affect in any material respect the interests of any Group II Noteholder or Group II Series Enhancement Provider.

Without Consent of the Noteholders. (a) Without the consent of any Group II Noteholder, at any time and from time to time, HVF II and the Trustee may amend, modify, or waive the provisions of this Group II Supplement or any Group II Series Supplement: (i) to create a new Series of Group II Notes; (ii) to add to the covenants of 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 Series of Group II Notes) or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II Related Documents); (iii) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement or as may, consistent with the provisions of the Group II Supplement, be deemed appropriate by HVF II 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 Trustee on behalf of the Group II Noteholders; (iv) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (v) 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 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 this Group II Supplement as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; WEIL:\95390710\1\99910.6247 (viii) to correct or supplement any provision herein 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of HVF II, such action shall not adversely affect in any material respect the interests of any Group II Noteholder or Group II Series Enhancement Provider.

Without Consent of the Noteholders. (a) Without the consent of any Group II Noteholder, AFC-II, the Trustee, and any applicable Enhancement Provider, at any time and from time to time, HVF II may enter into one or more Supplements hereto, in form satisfactory to the Trustee, for any of the following purposes, provided that (i) with respect to clause (a) below, the Rating Agency Confirmation Condition is met and (ii) with respect to clauses (b) to (h) below, the Trustee may amend, modify, or waive the provisions of this Group II Supplement or any Group II Series SupplementRating Agency Consent Condition is met: (ia) to create a new Series of Group II 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); (iib) to add to the covenants of HVF AFC-II for the benefit of any Group II Noteholders Secured Parties (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF AFC-II (provided, however, that HVF AFC-II will not pursuant to this Section 10.1(a)(iisubsection 12.1(b) surrender any right or power it has under against any Group II Related DocumentsLessee, AESOP Leasing, AESOP Leasing II, Original AESOP, PVHC, Quartx or any Manufacturer); (iiic) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF AFC-II 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 Trustee on behalf of the Group II NoteholdersSecured Parties; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in this Group II any Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Indenture 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Inden- 113 ture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (viiih) to correct or supplement any provision herein that 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 Group II Supplement or in any Group II Series Supplement; or (ix) to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofIndenture; provided, however, that, as evidenced by an Officer’s Certificate Opinion of HVF IICounsel, such action shall not adversely affect in any material respect the interests of any Group Noteholders. 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 Noteholder in the execution of any Supplement authorized or Group II Series Enhancement Providerpermitted 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. (a) Without the consent of any Group II NoteholderNoteholder but with the consent of RCFC, the Master Servicer, the Trustee, and each applicable Enhancement Provider and upon meeting the Rating Agency Condition, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, for any of the Trustee may amend, modify, or waive the provisions of this Group II Supplement or any Group II Series Supplementfollowing purposes: (ia) to create a new Series of Group II 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”); (iib) 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 HVF II RCFC for the benefit of the Noteholders of all or any Group II Noteholders Series of Notes (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II RCFC (provided, however, that HVF II RCFC will not pursuant to this Section 10.1(a)(iisubsection 11.1(c) surrender any right or power it has under against the Master Servicer, the Lessee or any Group II Related DocumentsManufacturer); (iiid) to mortgage, pledge, convey, assign and transfer to the Trustee any additional property Property or assets, or increase the amount of such property or assets that are required Assets as security for the Group II 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement this Base Indenture or as may, consistent with the provisions of the Group II Supplementthis Base Indenture, be deemed appropriate by HVF II RCFC and the Trustee, 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 Trustee on behalf of the Group II NoteholdersTrustee; (ive) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in this Group II any Supplement or in any Group II Series Supplement or in any Group II Notes issued hereunder; (v) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement Base Indenture to such extent as shall be necessary to permit or facilitate the issuance of Group II Notes in bearer formNotes, registrable or not registrable as to principal, and with or without interest coupons; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (viii) to correct or supplement any provision herein 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 Group II Supplement or in any Group II Series Supplement; or (ixh) to effect amend, supplement, revise or correct any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofprovision herein; provided, however, that, such action shall not, as evidenced by an Officer’s Certificate or an Opinion of HVF IICounsel which may be based on an Officer’s Certificate, such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholders. 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 Group II Series Enhancement Providerpermitted 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. (a) Without the consent of any Group II Noteholder, the Issuer, the Trustee and any applicable Enhancement Provider, at any time and from time to time, HVF II and may enter into one or more Supplements hereto, in form satisfactory to the Trustee may amendTrustee, modify, or waive for any of the provisions following purposes; provided that the Rating Agency Confirmation Condition with respect to each Outstanding Series of this Group II Supplement or any Group II Series Notes is met with respect to such Supplement: (ia) to create a new Series of Group II 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); (iii) to add to the covenants of HVF II the Issuer for the benefit of any Group II Noteholders Secured Parties (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 Series of Group II NotesSeries) or (ii) to surrender any right or power herein conferred upon HVF II the Issuer (provided, however, that HVF II the Issuer will not pursuant to this Section 10.1(a)(iisubsection (b) surrender any right or power it has under against the Servicer, the Guarantor, any Group II Related Documentsof the Lessees or any Manufacturer); (iiic) to mortgage, pledge, convey, assign and transfer to the 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II the Issuer 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 Trustee on behalf of the Group II NoteholdersTrustee; (ivd) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II Series Supplement or in any Group II Notes issued hereunder; (ve) to provide for uncertificated Group II Notes in addition to certificated Group II Notes; (vif) to add to or change any of the provisions of this Group II Supplement the Indenture 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor 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 this Group II Supplement the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (viiih) 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 that 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 Group II Supplement or in any Group II Series SupplementIndenture; or (ixj) to effect correct, amend or supplement the Indenture in connection with the adoption, amendment or implementation of, or any amendments hereto reasonably necessary to accommodate change in the purchase interpretation, administration or application of, the Code or the treasury regulations promulgated thereunder (and any applicable corresponding provisions of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereofstate tax legislation); provided, however, that, as evidenced by an Officer’s Certificate of HVF II, that such action shall not adversely affect in any material respect the interests of any Group II Noteholder Noteholders, 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 Group II 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 Enhancement ProviderSupplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. (a) Without the consent of the Holders of any Group II NoteholderNotes, 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 Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, HVF II and the Trustee may amend, modify, enter into one or waive the provisions of this Group II Supplement more indenture supplements or amendments hereto or Series Supplements or amendments to any Group II Series Supplement, in form satisfactory to the Trustee, for any of the following purposes: (ia) to create a new Series of Group II Notes; (iib) 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 HVF II the Issuer for the benefit of any Group II Noteholders Secured Parties (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 Series of Group II NotesSeries) or to surrender any right or power herein conferred upon HVF II (provided, however, that HVF II will not pursuant to this Section 10.1(a)(ii) surrender any right or power it has under any Group II Related Documents)the Issuer; (iiie) to mortgage, pledge, convey, assign and transfer transfer, assign, mortgage or pledge to the 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 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 Trustee and to set forth such other provisions in respect thereof as may be required by the Group II Supplement Indenture or as may, consistent with the provisions of the Group II SupplementIndenture, be deemed appropriate by HVF II the Issuer 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 Trustee on behalf of the Group II NoteholdersTrustee; (ivf) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained in this Group II Supplement herein or in any Group II 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 Group II 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 (v) 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; (viig) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Group II Notes of one or more Series of Group II Notes and or to add to or change any of the provisions of this Group II Supplement the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (viii) trustee pursuant to correct 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 supplement Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any provision herein that 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 Group II Supplement Indenture or otherwise. An amendment described in any Group II Series Supplement; or (ix) this Section 14.1 shall be deemed not to effect any amendments hereto reasonably necessary to accommodate the purchase of any Additional Group II Leasing Company Note purchased in accordance with Section 8.9 hereof; provided, however, that, as evidenced by an Officer’s Certificate of HVF II, such action shall not affect adversely affect in any material respect the interests of any Group II Noteholder (or Group II Series Enhancement Providerany 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).