Common use of RIGHT TO WAIVE PURCHASE RESTRICTIONS Clause in Contracts

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF and the Lessee have determined to increase any Series 2004-1 Maximum Amount, (each such notice, a “Waiver Request”), each Series 2004-1 Noteholder may, at its option, waive the Series 2004-1 Maximum Non-Eligible Vehicle Amount or any other Series 2004-1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into the Series 2004-1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 2004-1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the Insurer, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E by which the Series 2004-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waive the applicable Waivable Amount. If the Trustee receives Consents from the Required Noteholders with respect to the Series 2004-1 Notes agreeing to waive the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2004-1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 2004-1 4 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2004-4 Required Enhancement Amount or (ii) that HVF the Lessees, the Borrowers and the Lessee CRCF have determined to increase any Series 2004-1 4 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of Series 2004-4 Required Enhancement Amount, (each such notice, a “Waiver Request”), each Series 2004-1 4 Noteholder may, at its option, waive the Series 2004-1 4 Maximum Non-Eligible Program Vehicle Amount or Amount, any other Series 2004-1 4 Maximum Amount or any increase in the Series 2004-4 Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2004-4 Required Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 2004-1 4 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 2004-1 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C by which the Series 2004-1 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) 45 days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty45-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2004-1 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days(2) Business Days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042010-1 6 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2010-6 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042010-1 6 Noteholder may, at its option, waive the any Series 20042010-1 6 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042010-1 Maximum 6 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2010-6 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042010-1 6 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042010-1 6 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042010-1 6 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042010-1 6 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042003-1 5 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042003-1 5 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042003-1 5 Noteholder may, at its option, waive the Series 20042003-1 5 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042003-1 5 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 sixty (60) days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042003-1 5 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042003-1 5 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042003-1 5 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B hereto by which the Series 20042003-1 5 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042003-1 5 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042003-1 5 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042003-1 5 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042003-1 3 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042003-1 3 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042003-1 3 Noteholder may, at its option, waive the Series 20042003-1 3 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042003-1 3 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042003-1 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042003-1 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042003-1 3 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B hereto by which the Series 20042003-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042003-1 3 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042003-1 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042003-1 3 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042005-1 4 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee CRCF have determined to increase any Series 20042005-1 4 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042005-1 4 Noteholder may, at its option, waive the Series 20042005-1 4 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042005-1 4 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042005-1 4 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042005-1 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042005-1 4 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B by which the Series 20042005-1 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive CONFORMED COPY waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042005-1 4 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042005-1 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042005-1 4 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or CRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee CRCF have determined to increase any Series 20042006-1 2 Maximum Amount, Amount (each such notice, a “Waiver Request”)) which Waiver Request shall include written direction to the Trustee to ensure that the conditions of this Article V have been complied with, each Series 20042006-1 2 Noteholder may, at its option, waive the any Series 20042006-1 Maximum Non-Eligible Vehicle Amount or any other Series 2004-1 2 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent in writing to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042006-1 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042006-1 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish written notice thereof to the Series 2004-1 Noteholders Administrative Agent and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C by which the Series 20042006-1 2 Noteholders and the Surety Provider may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the written consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) 45 days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty45-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042006-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days(2) Business Days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Noteholders with respect to the Series 2004-1 Notes Surety Provider and the consent of the Insurer Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042003-1 4 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042003-1 4 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042003-1 4 Noteholder may, at its option, waive the Series 20042003-1 4 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042003-1 4 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042003-1 4 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042003-1 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042003-1 4 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B hereto by which the Series 20042003-1 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042003-1 4 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042003-1 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042003-1 4 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either the Series 20042002-1 4 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042002-1 4 Maximum Amount, Amount (each such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20042002-1 4 Noteholder may, at its option, waive the Series 20042002-1 4 Maximum Non-Eligible Program Vehicle Amount or Amount, any other Series 20042002-1 4 Maximum Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042002-1 4 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042002-1 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit E EXHIBIT C hereto by which the Series 20042002-1 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042002-1 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the -56- receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042003-1 4 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042003-1 4 Maximum Amount, (each such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20042003-1 4 Noteholder may, at its option, waive the Series 20042003-1 4 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042003-1 4 Maximum Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042003-1 4 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042003-1 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042003-1 4 Noteholders and the InsurerSurety Provider, CONFORMED COPY which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit E EXHIBIT B hereto by which the Series 20042003-1 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042003-1 4 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042003-1 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042003-1 4 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042010-1 6 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2010-6 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042010-1 6 Noteholder may, at its option, waive the any Series 2004107 2010-1 6 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042010-1 Maximum 6 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2010-6 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042010-1 6 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042010-1 6 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042010-1 6 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042010-1 6 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042010-1 6 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2010-6 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042010-1 6 Noteholder may, at its option, waive the any Series 20042010-1 6 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042010-1 Maximum 6 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2010-6 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Moody’s by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042010-1 6 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042010-1 6 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042010-1 6 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042010-1 6 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Moody’s with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042005-1 2 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee CRCF have determined to increase any Series 20042005-1 2 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042005-1 2 Noteholder may, at its option, waive the Series 20042005-1 2 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042005-1 2 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042005-1 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042005-1 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042005-1 2 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B by which the Series 20042005-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042005-1 2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042005-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042005-1 2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 20042002-1 2 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2002-2 Required Enhancement Amount or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042002-1 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of Series 2002-2 Required Enhancement Amount, (each such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20042002-1 2 Noteholder may, at its option, waive the Series 20042002-1 2 Maximum Non-Eligible Program Vehicle Amount, any -60- other Series 2002-2 Maximum Amount or any other increase in the Series 20042002-1 Maximum 2 Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2002-2 Required Enhancement Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042002-1 2 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042002-1 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit E EXHIBIT C hereto by which the Series 20042002-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042002-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042022-1 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii) through (xiii) of the definition of Series 2022-2 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042022-1 2 Noteholder may, at its option, waive the any Series 20042022-1 2 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042022-1 Maximum 2 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2022-2 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Moody’s by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042022-1 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042022-1 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042022-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042022-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Moody’s with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 20042002-1 2 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2002-2 Required Enhancement Amount or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042002-1 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of Series 2002-2 Required Enhancement Amount, (each such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20042002-1 2 Noteholder may, at its option, waive the Series 20042002-1 2 Maximum Non-Eligible Program Vehicle Amount, any other Series 2002-2 Maximum Amount or any other increase in the Series 20042002-1 Maximum 2 Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2002-2 Required Enhancement Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042002-1 2 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042002-1 2 Collection Account for ratable distribution as described below. -61- Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit E EXHIBIT C hereto by which the Series 20042002-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042002-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Group IV Related Documents, upon the Trustee’s 's receipt of notice from HVF any Group IV Lessee, any Leasing Company or ARG II (i) to the effect that a Group IV Manufacturer Program is no longer an a Series 2002-2 Eligible Manufacturer Program and that, as a result, the Series 20042002-1 2 Maximum Non-Program Vehicle Amount and/or the Series 2002-2 Maximum Non-Eligible Vehicle Manufacturer Amount is or will be exceeded or (ii) that HVF and the Lessee have ARG II has determined to increase any Series 20042002-1 2 Maximum Amount, (each such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 2004-1 Noteholder may, at its option, waive the Series 20042002-1 2 Noteholders holding more than 662/3% of the Invested Amount with respect to each Class of Series 2002-2 Notes may elect to waive and/or agree to increase the Series 2002-2 Maximum Non-Program Vehicle Amount, the Series 2002-2 Maximum Non-Eligible Vehicle Manufacturer Amount or any other Series 20042002-1 2 Maximum Amount (collectivelyAmount, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) more than 662/3% of the Required Noteholders Invested Amount with respect to the each Class of Series 20042002-1 2 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior ' prior, written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042002-1 2 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042002-1 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042002-1 Noteholders and the Insurer2 Noteholders, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit E EXHIBIT J to this Series Supplement by which the Series 20042002-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver and/or increase of the applicable Waivable Series 2002-2 Maximum Amount. If the Trustee receives the Consents from more than 662/3% of the Required Noteholders Invested Amount with respect to the each Class of Series 20042002-1 2 Notes agreeing to waive waiver and/or increase of the applicable Waivable Series 2002-2 Maximum Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042002-1 2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) effective as of the first Distribution Date on which all non-consenting Series 2002-2 Noteholders shall have received payment in full of all of the outstanding principal amount of their Series 2002-2 Notes plus accrued and unpaid interest thereon, the applicable Waivable Series 2002-2 Maximum Amount shall be deemed waived and/or increased by the consenting Series 20042002-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042002-1 2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from more than 662/3% of the Required Noteholders Invested Amount with respect to the each Class of Series 20042002-1 2 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042002-1 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042002-1 Maximum Amount, (each such notice, a “"Waiver Request”"), each Series 20042002-1 Noteholder may, at its option, waive the Series 20042002-1 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042002-1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042002-1 Excess Collection Account (collectively, the “"Designated Amounts”") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042002-1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042002-1 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “"Consent”") in the form of Exhibit E EXHIBIT B hereto by which the Series 20042002-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Series 2002-1 Maximum Amount. If the Trustee receives Consents from the Required Noteholders with respect to the Series 2004-1 Notes agreeing to waive the applicable Waivable Amount and the consent of the Insurer Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Amount within forty-five (45) days after the Trustee notifies the Series 20042002-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “"Consent Period Expiration Date”"), (i) the applicable Waivable Series 2002-1 Maximum Amount shall be deemed waived by the consenting Series 20042002-1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042002-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 2004-1 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2004-1 Required Enhancement Amount or (ii) that HVF the Lessees, the Borrowers and the Lessee CRCF have determined to increase any Series 2004-1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vii) or (viii) of the definition of Series 2004-1 Required Enhancement Amount, (each such notice, a “Waiver Request”), each Series 2004-1 Noteholder may, at its option, waive the Series 2004-1 Maximum Non-Eligible Program Vehicle Amount or Amount, any other Series 2004-1 Maximum Amount or any increase in the Series 2004-1 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vii) or (viii) of the definition of the Series 2004-1 Required Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Administrative Agent by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 2004-1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 2004-1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 2004-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Purchaser. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2004-1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 Noteholder Purchaser from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchasers. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042005-1 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee CRCF have determined to increase in-crease any Series 20042005-1 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042005-1 Noteholder Note-holder may, at its option, waive the Series 20042005-1 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042005-1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042005-1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042005-1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042005-1 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B hereto by which the Series 20042005-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042005-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042005-1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042005-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Dis-tribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042015-1 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042015-1 3 Noteholder may, at its option, waive the any Series 20042015-1 3 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042015-1 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Moody’s by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042015-1 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042015-1 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042015-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042015-1 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Moody’s with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042005-1 2 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042005-1 2 Noteholder may, at its option, waive the any Series 20042005-1 Maximum Non-Eligible Vehicle Amount or any other Series 2004-1 2 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042005-1 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042005-1 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042005-1 2 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B by which the Series 20042005-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042005-1 2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042005-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042005-1 2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related DocumentsDocu­ments, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLes­sees, the Borrowers and ABRCF have determined to in­crease any Series 20042008-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded the percentage set forth in clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (iiviii) that HVF and of the Lessee have determined to increase any definition of Series 20042008-1 Maximum Required Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042008-1 Noteholder Note­holder may, at its option, waive the any Series 20042008-1 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042008-1 Maximum Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2008-1 Required Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042008-1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee Trust­ee in the Series 20042008-1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042008-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042008-1 Noteholders, (ii) the Trustee Trus­tee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Dis­tribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042010-1 6 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2010-6 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042010-1 6 Noteholder may, at its option, waive the any Series 20042010-1 6 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042010-1 Maximum 6 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2010-6 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042010-1 6 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042010-1 6 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042010-1 6 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the 111 applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042010-1 6 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related DocumentsDocu-ments, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 2004-1 Maximum Non-Eligible Vehicle Program Vehi-cle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2004-1 Required Enhancement Amount or (ii) that HVF the Les-sees, the Borrowers and the Lessee CRCF have determined to increase in-crease any Series 2004-1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vii) or (viii) of the definition of Series 2004-1 Required Enhancement Amount, (each such notice, a “Waiver Request”), each Series 2004-1 Noteholder Note-holder may, at its option, waive the Series 2004-1 Maximum Non-Eligible Program Vehicle Amount or Amount, any other Series 2004-1 Maximum Amount or any increase in the Series 2004-1 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vii) or (viii) of the definition of the Series 2004-1 Required Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Administrative Agent by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 2004-1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee Trust-ee in the Series 2004-1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 2004-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Purchaser. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2004-1 Noteholders, (ii) the Trustee Trus-tee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 Noteholder Purchaser from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Dis-tribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchasers. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding Other than as set forth in Section 6.7 hereto, notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042009-1 2 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042009-1 2 Noteholder may, at its option, waive the any Series 20042009-1 Maximum Non-Eligible Vehicle Amount or any other Series 2004-1 2 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Mxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating AgenciesMxxxx’x), all amounts which would otherwise be deposited into allocated to the Series 20042009-1 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042009-1 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042009-1 Noteholders and the Insurer2 Noteholders, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B by which the Series 20042009-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042009-1 2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042009-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Mxxxx’x with written notice of such waiver. Any Series 20042009-1 2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042003-1 2 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042003-1 2 Maximum Amount, (each such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20042003-1 2 Noteholder may, at its option, waive the Series 20042003-1 2 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042003-1 2 Maximum Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042003-1 2 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042003-1 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042003-1 2 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit E EXHIBIT B hereto by which the Series 20042003-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive -44- waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042003-1 2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042003-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042003-1 2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042009-1 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2009-3 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042009-1 3 Noteholder may, at its option, waive the any Series 20042009-1 3 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042009-1 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2009-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies and Standard & Poor’s by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating AgenciesAgencies and Standard & Poor’s), all amounts which would otherwise be deposited into allocated to the Series 20042009-1 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042009-1 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042009-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042009-1 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies and Standard & Poor’s with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding Other than as set forth in Section 6.7 hereto, notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042009-1 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042009-1 Noteholder may, at its option, waive the any Series 2004-1 Maximum Non-Eligible Vehicle Amount or any other Series 20042009-1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating AgenciesXxxxx’x), all amounts which would otherwise be deposited into allocated to the Series 20042009-1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042009-1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042009-1 Noteholders and the InsurerNoteholders, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B by which the Series 20042009-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042009-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042009-1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Xxxxx’x with written notice of such waiver. Any Series 20042009-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042015-1 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042015-1 3 Noteholder may, at its option, waive the any Series 20042015-1 3 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042015-1 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042015-1 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042015-1 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042015-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-forty- Americas 90884077 (2K) 80 five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042015-1 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related DocumentsDocu­ments, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or CRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLes­sees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee CRCF have determined to increase in­crease any Series 20042006-1 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042006-1 Noteholder Note­holder may, at its option, waive the any Series 2004-1 Maximum Non-Eligible Vehicle Amount or any other Series 20042006-1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042006-1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee Trust­ee in the Series 20042006-1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042006-1 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B by which the Series 20042006-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provid­er and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042006-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042006-1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042006-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Dis­tribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2004-1 2 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 2004-1 2 Maximum Amount, (each such notice, a “Waiver Request”), each Series 2004-1 2 Noteholder may, at its option, waive the Series 2004-1 2 Maximum Non-Eligible Program Vehicle Amount or any other Series 2004-1 2 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 2004-1 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 2004-1 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 2 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B hereto by which the Series 2004-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2004-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related DocumentsDocu-ments, upon the Trustee’s receipt of notice from HVF any Lessee, any Borrower or CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 20042005-1 3 Maximum Non-Eligible Vehicle Program Vehi-cle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2005-3 Required Enhancement Amount or (ii) that HVF the Les-sees, the Borrowers and the Lessee CRCF have determined to increase in-crease any Series 20042005-1 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of Series 2005-3 Required Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042005-1 Noteholder 3 Note-holder may, at its option, waive the Series 20042005-1 3 Maximum Non-Eligible Program Vehicle Amount, any other Series 2005-3 Maximum Amount or any other increase in the Series 20042005-1 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2005-3 Required Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042005-1 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee Trust-ee in the Series 20042005-1 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042005-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042005-1 3 Noteholders, (ii) the Trustee Trus-tee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days(2) Business Days) provide the Rating Agency with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Dis-tribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that 109 the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042015-1 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042015-1 3 Noteholder may, at its option, waive the any Series 20042015-1 3 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042015-1 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042015-1 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042015-1 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042015-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042015-1 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042015-1 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042015-1 3 Noteholder may, at its option, waive the any Series 20042015-1 3 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042015-1 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Mxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042015-1 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042015-1 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042015-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042015-1 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Mxxxx’x with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts 106 to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042007-1 2 Maximum Amount, (each such notice, a “Waiver Request”), each Series 20042007-1 2 Noteholder may, at its option, waive the any Series 20042007-1 Maximum Non-Eligible Vehicle Amount or any other Series 2004-1 2 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042007-1 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042007-1 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042007-1 2 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E B by which the Series 20042007-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042007-1 2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042007-1 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042007-1 2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042003-1 3 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042003-1 3 Maximum Amount, (each such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20042003-1 3 Noteholder may, at its option, waive the Series 20042003-1 3 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042003-1 3 Maximum Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042003-1 3 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042003-1 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042003-1 3 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit E EXHIBIT B hereto by which the Series 20042003-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 20042003-1 3 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042003-1 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042003-1 3 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. CONFORMED COPY If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to any Lessee, any Borrower or ABRCF that the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a resultLessees, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF Borrowers and the Lessee ABRCF have determined to increase any Series 20042015-1 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20042015-1 3 Noteholder may, at its option, waive the any Series 20042015-1 3 Maximum Non-Eligible Vehicle Amount or any other increase in the Series 20042015-1 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042015-1 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042015-1 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the InsurerAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E C hereto by which the Series 20042015-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes agreeing to waive waiver of the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20042015-1 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2004-1 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042001-1 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042001-1 Maximum Amount, (each such notice, a “"Waiver Request”"), each Series 20042001-1 Noteholder may, at its option, waive the Series 20042001-1 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042001-1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042001-1 Excess Collection Account (collectively, the “"Designated Amounts”") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042001-1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042001-1 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “"Consent”") in the form of Exhibit E EXHIBIT B hereto by which the Series 20042001-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Series 2001-1 Maximum Amount. If the Trustee receives Consents from the Required Noteholders with respect to the Series 2004-1 Notes agreeing to waive the applicable Waivable Amount and the consent of the Insurer Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2001-1 Maximum Amount within forty-five (45) days after the Trustee notifies the Series 20042001-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “"Consent Period Expiration Date”"), (i) the applicable Waivable Series 2001-1 Maximum Amount shall be deemed waived by the consenting Series 20042001-1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042001-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows:

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from HVF any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20042000-1 3 Maximum Non-Eligible Program Vehicle Amount is or will be exceeded or (ii) that HVF the Lessees, the Borrowers and the Lessee AFC-II have determined to increase any Series 20042000-1 3 Maximum Amount, (each such notice, a “"Waiver Request”"), each Series 20042000-1 3 Noteholder may, at its option, waive the Series 20042000-1 3 Maximum Non-Eligible Program Vehicle Amount or any other Series 20042000-1 3 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the Insurer Surety Provider consent to such waiver and (iii) 30 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into allocated to the Series 20042000-1 3 Excess Collection Account (collectively, the “"Designated Amounts”") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20042000-1 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20042000-1 3 Noteholders and the InsurerSurety Provider, which notice shall be accompanied by a form of consent (each a “"Consent”") in the form of Exhibit E EXHIBIT B hereto by which the Series 20042000-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waive waiver of the applicable Waivable Series 2000-3 Maximum Amount. If the Trustee receives Consents from the Required Noteholders with respect to the Series 2004-1 Notes agreeing to waive the applicable Waivable Amount and the consent of the Insurer Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2000-3 Maximum Amount within forty-five (45) days after the Trustee notifies the Series 20042000-1 3 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “"Consent Period Expiration Date”"), (i) the applicable Waivable Series 2000-3 Maximum Amount shall be deemed waived by the consenting Series 20042000-1 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20042000-1 3 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Required Requisite Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Distribution Date, the Trustee will pay the Designated Amounts as follows: