Exhibit
4.9.12


 


AMENDED AND RESTATED
ADMINISTRATION AGREEMENT


 


Dated as of December 21,
2005


 


 


among


 


HERTZ VEHICLE FINANCING LLC,


 


as Issuer,


 


THE HERTZ CORPORATION,


 


as Administrator,


 


and


 


BNY MIDWEST TRUST COMPANY,


 


as Trustee


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
  SECTION 1. Duties of Administrator

  	
  1

  
	
  SECTION 2. Records

  	
  5

  
	
  SECTION 3. Compensation

  	
  5

  
	
  SECTION 4. Additional Information To Be
  Furnished to Issuer

  	
  5

  
	
  SECTION 5. Independence of Administrator

  	
  5

  
	
  SECTION 6. No Joint Venture

  	
  5

  
	
  SECTION 7. Other Activities of Administrato

  	
  5

  
	
  SECTION 8. Term of Agreement; Resignation
  and Removal of Administrator

  	
  6

  
	
  SECTION 9. Action upon Termination,
  Resignation or Removal

  	
  7

  
	
  SECTION 10. Notices

  	
  7

  
	
  SECTION 11. Amendments

  	
  8

  
	
  SECTION 12. Successors and Assigns

  	
  8

  
	
  SECTION 13. GOVERNING LAW

  	
  9

  
	
  SECTION 14. Heading

  	
  9

  
	
  SECTION 15. Counterparts

  	
  9

  
	
  SECTION 16. Severability

  	
  9

  
	
  SECTION 17. Limitation of Liability of
  Trustee and Administrator

  	
  9

  
	
  SECTION 18. Nonpetition Covenants

  	
  9

  
	
  SECTION 19. Liability of Administrator

  	
  9

  
	
   

  	
   

  
	
  EXHIBIT A - Form of Power of Attorney

  	
   

  



 


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AMENDED AND
RESTATED ADMINISTRATION AGREEMENT dated as of December 21, 2005, among
HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (the “Issuer”),
THE HERTZ CORPORATION, a Delaware corporation, as administrator (the “Administrator”),
and BNY MIDWEST TRUST COMPANY, an Illinois trust company, not in its individual
capacity but solely as trustee (the “Trustee”) under the Base Indenture
(as hereinafter defined). Except as otherwise specified, capitalized terms used
but not defined herein have the respective meanings set forth in Schedule I to
the Amended and Restated Base Indenture dated as of December 21, 2005 (as
amended, modified or supplemented from time to time in accordance with the
provisions thereof, the “Indenture”) between the Issuer and the Trustee.


 


W I
T  N  E  S  S  E  T  H:


 


WHEREAS the
Issuer has entered into the Related Documents to which it is a party in
connection with the issuance of certain notes (the “Notes”) under the
Indenture;


 


WHEREAS
pursuant to the Related Documents, the Issuer is required to perform certain
duties in connection with the Notes and the collateral pledged therefor
pursuant to the Indenture (the “Collateral”);


 


WHEREAS the
Issuer desires to have the Administrator perform certain of the duties of the
Issuer referred to in the preceding clause, and to provide such additional
services consistent with the terms of this Agreement and the Related Documents
as the Issuer may from time to time request;


 


WHEREAS the
Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer on the terms set forth herein;


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:


 


SECTION 1. Duties
of Administrator. (a)  Duties with
Respect to the Related Documents. The Administrator agrees to perform all
its duties as Administrator under the Related Documents. The Administrator
shall prepare for execution by the Issuer or shall cause the preparation by
other appropriate persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare,
file or deliver pursuant to the Indenture. In furtherance of the foregoing, the
Administrator shall take all appropriate action that it is the duty of the
Issuer to take pursuant to the Indenture including, without limitation, such of
the foregoing as are required with respect to the following matters under the
Base Indenture (references are to sections of the Base Indenture):


 


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(A)  the preparation of or obtaining of the
documents and instruments required for authentication of the Notes, if any, and
delivery of the same to the Trustee (Sections 2.2 and 2.4);


 


(B)  the duty to cause the Note Register to be
kept and to give the Trustee notice of any appointment of a new Registrar and
the location, or change in location, of the Note Register and the office or
offices where Notes may be surrendered for registration of transfer or exchange
(Section 2.5);


 


(C)  the maintenance of an office or agency for
registration of transfer or exchange of Notes and the notification of the
Trustee or any change in the location of such office or agency (Sections 2.5
and 8.2);


 


(D)  the duty to cause newly appointed Paying
Agents, if any, to deliver to the Trustee the instrument specified in the
Indenture regarding funds held in trust (Section 2.6);


 


(E)  the direction to Paying Agents to pay to the
Trustee all sums held in trust by such Paying Agents (Section 2.6);


 


(F)  the notification of the Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge its
duties under the Indenture or that the Issuer at its option elects to terminate
the book entry system through the Clearing Agency (Section 2.13);


 


(G)  the preparation of Definitive Notes and
arranging the delivery thereof (Section 2.13);


 


(H)  the taking of such further acts as may be
reasonably necessary or proper to compel or secure the performance and
observance by Hertz Vehicles LLC, HGI, the Servicer, the Lessee (or such other party
thereto) under any Collateral Agreement, or by a Manufacturer under a
Manufacturer Program, of their respective obligations thereunder (Section 3.3);


 


(I)  the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents required for the
release of the Collateral (Sections 3.4 and 3.5);


 


(J)  the preparation and delivery to the Trustee
of each of the reports, certificates, statements and other materials required
to be delivered by the Issuer pursuant to Section 4.1 of the Base Indenture
(Section 4.1);


 


(K)  the direction, if necessary, to the firm of
independent certified public accountants to furnish reports to the Trustee and
the Rating Agencies in accordance with Sections 4.1(g) and (h) of the Base
Indenture (Sections 4.1(g) and (h));


 


(L)  the furnishing, or causing to be furnished,
to the Trustee or the Paying Agent, as applicable, instructions as to
withdrawals and payments from the Collection Account and any other accounts
specified in a Series Supplement in accordance with Section 4.1(j) of the Base
Indenture (Section 4.1(j));


 


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(M)  if so requested, the furnishing to any
Noteholder, Note Owner or prospective purchaser of the Notes any information
required pursuant to Rule 144(d)(4) under the Securities Act
(Section 4.3);


 


(N)  the preparation and delivery of written
instructions with respect to the investment of funds on deposit in the
Collection Account and any other accounts specified in a Series Supplement (Section 5.1(b));


 


(O)  the maintenance of the Issuer’s qualification
to do business in each jurisdiction in which the failure to so qualify would be
reasonably likely to result in a Material Adverse Effect (Section 8.4);


 


(P)  the keeping of books of record and account
(Section 8.6);


 


(Q)  the delivery of notice to the Trustee of each
default described in Section 8.8 of the Base Indenture, and preparation and
delivery of an Officer’s Certificate of the Issuer setting forth the details of
such default and any action with respect thereto taken or contemplated to be
taken by the Issuer (Section 8.8);


 


(R)  the delivery of notice to the Trustee and the
Rating Agencies of material proceedings (Section 8.9);


 


(S)  the furnishing of other information to the
Trustee as the Trustee may reasonably request (Section 8.10);


 


(T)  the preparation and filing of all
supplements, amendments, financing statements, continuation statements, if any,
instruments of further assurance and other instruments, in accordance with
Section 8.1(a) of the Base Indenture, necessary to protect the Collateral
(Section 8.11(a));


 


(U)  the obtaining of and the annual delivery of
an Opinion of Counsel, in accordance with Section 8.11(d) of the Indenture, as
to the Collateral (Section 8.11(d));


 


(V)  the preparation and obtaining of, and
delivery to the Trustee and the Collateral Agent of, filings, Officer’s
Certificates and Opinions of Counsel upon the Issuer changing its location or
legal name (Section 8.19);


 


(W)  the preparation and delivery of instruments,
agreements and Officer’s Certificates to the Trustee, the Lessor and the Rating
Agencies with respect to Manufacturer Programs in accordance with
Section 8.25 (Section 8.25);


 


(X)  the turning back, or causing to be turned
back, of Program Vehicles to the applicable Manufacturers pursuant to Section
2.6 of the HVF Lease (Section 8.26(a));


 


(Y) the
arranging for the prompt sale of Non-Program Vehicles returned to HVF pursuant
to Section 2.5(c) of the HVF Lease (Section 8.26(b));


 


(Z)  the obtaining and the maintenance of
insurance in accordance with Section 8.27 of the Base Indenture, and the
delivery of notice to the Trustee and 


 


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the Collateral Agent of any change or
cancellation of such insurance (Section 8.27);


 


(AA)  the preparation and the obtaining of
documents and instruments required for the release of the Issuer from its
obligation under the Indenture (Section 11.1);


 


(BB)  the preparation of Officer’s Certificates and
the obtaining of Opinions of Counsel with respect to the execution of
Supplements to the Indenture (Section 12.6); and


 


(CC)  the preparation of Officer’s Certificates
with respect to any requests by HVF to the Trustee to take any action under the
Indenture (Section 13.3).


 


(b)  Additional Duties. In addition to the
duties of the Administrator set forth above, the Administrator shall perform
such calculations and shall prepare for execution by the Issuer or shall cause
the preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Issuer to prepare, file or deliver pursuant to the Related Documents, and shall
take all appropriate action that it is the duty of the Issuer to take pursuant
to the Related Documents.


 


(c)           Dealings
with Affiliates. In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions
with or otherwise deal with any of its Affiliates; provided, however,
that the terms of any such transactions or dealings shall be in accordance with
any directions received from the Issuer and shall be, in the Administrator’s
opinion, no less favorable to the Issuer than would be available from
unaffiliated parties.


 


(d)           Power
of Attorney. The Issuer shall execute and deliver to the Administrator, and
to each successor Administrator appointed pursuant to the terms hereof, one or
more powers of attorney substantially in the form of Exhibit A hereto,
appointing the Administrator the attorney-in-fact of the Issuer for the purpose
of executing on behalf of the Issuer all such documents, reports, filings,
instruments, certificates and opinions that the Administrator has agreed to
prepare, file or deliver pursuant to this Agreement.


 


(e)   Non-Ministerial Matters. (i)  With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the Administrator
shall not take any action unless within a reasonable time before the taking of
such action, the Administrator shall have notified the Issuer of the proposed
action and the Issuer shall not have withheld consent or provided an
alternative direction. For the purpose of the preceding sentence, “non-ministerial
matters” shall include, without limitation:


 


(A)   the initiation of any claim or lawsuit by
the Issuer, the compromise of any action, claim or lawsuit brought by the
Issuer, and the compromise of any action, claim or lawsuit brought against the
Issuer (other than in the ordinary course of business);


 


(B)   the amendment, change or modification of the
Related Documents;


 


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(C)   the appointment of successor Registrars,
successor Paying Agents and successor Trustees pursuant to the Indenture or the
appointment of successor Administrators, or the consent to the assignment by
the Registrar, the Paying Agent or the Trustee of its obligations under the
Indenture; and


 


(D)   the removal of the Trustee.


 


(ii)  Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated to, and shall not, (x)
make any payments to the Noteholders under the Related Documents, (y) sell the
Collateral pursuant to the Indenture or (z) take any action that the Issuer
directs the Administrator not to take on its behalf.


 


SECTION 2. Records.
The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records
shall be accessible for inspection by the Issuer or the Trustee at any time
during normal business hours.


 


SECTION 3. Compensation.
As compensation for the performance of the Administrator’s obligations under
this Agreement, the Administrator shall be entitled to $1,000 per month (the “Monthly
Administration Fee”) which shall be payable on each Payment Date.


 


SECTION 4. Additional
Information To Be Furnished to Issuer. The Administrator shall furnish to
the Issuer from time to time such additional information regarding the
Collateral as the Issuer shall reasonably request.


 


SECTION 5. Independence
of Administrator. For all purposes of this Agreement, the Administrator
shall be an independent contractor and shall not be subject to the supervision
of the Issuer with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Issuer, the Administrator shall have no authority to act for or represent the
Issuer in any way and shall not otherwise be deemed an agent of the Issuer.


 


SECTION 6. No
Joint Venture. Nothing contained in this Agreement shall (i) constitute the
Administrator or the Issuer as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii)
be construed to impose any liability as such on any of them or (iii) be deemed
to confer on any of them any express, implied or apparent authority to incur
any obligation or liability on behalf of the others.


 


SECTION 7. Other
Activities of Administrator. (a) 
Nothing herein shall prevent the Administrator or its Affiliates from
engaging in other businesses or, in its sole discretion, from acting in a
similar capacity as an administrator for any other person or entity even though
such person or entity may engage in business activities similar to those of the
Issuer or the Trustee.


 


(b)   The Administrator and its Affiliates may
generally engage in any kind of business with any person party to a Related
Document, any of its Affiliates and 


 


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any person who may do business
with or own securities of any such person or any of its Affiliates, without any
duty to account therefor to the Issuer or the Trustee.


 


SECTION 8. Term
of Agreement; Resignation and Removal of Administrator. (a)  This Agreement shall continue in force until
termination of the Indenture and the Related Documents in accordance with their
respective terms and the payment in full of all obligations owing thereunder,
upon which event this Agreement shall automatically terminate.


 


(b)   Subject to Sections 8(d) and (e), the
Issuer, with the written consent of the Requisite Investors, may remove the
Administrator without cause by providing the Administrator with at least 60
days’ prior written notice.


 


(c)   Subject to Sections 8(d) and (e), the
Trustee may, and at the direction of the Requisite Investors shall, remove the
Administrator upon written notice of termination from the Trustee to the
Administrator if any of the following events shall occur (each an “Administrator
Default”):


 


(i)   the Administrator shall default in the
performance of any of its duties under this Agreement and, after notice of such
default, shall not cure such default within thirty days (or, if such default
cannot be cured in such time, shall not give within thirty days such assurance
of cure as shall be reasonably satisfactory to the Issuer);


 


(ii)   a court having jurisdiction in the premises
shall enter a decree or order for relief, and such decree or order shall not
have been vacated within 60 days, in respect of the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for the Administrator or
any substantial part of its property or order the winding-up or liquidation of
its affairs; or


 


(iii)   the Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar
official for the Administrator or any substantial part of its property, shall
consent to the taking of possession by any such official of any substantial
part of its property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.


 


The
Administrator agrees that if any of the events specified in clause (ii) or
(iii) of this Section shall occur, it shall give written notice thereof to the
Issuer and the Trustee within five days after the happening of such event.


 


(d)   No resignation or removal of the
Administrator pursuant to this Section shall be effective until (i) a successor
Administrator acceptable to each Enhancement Provider, if any, shall have been
appointed by the Issuer and (ii) such successor Administrator shall have agreed
in writing to be bound by the terms of this 


 


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Agreement in the same manner as
the Administrator is bound hereunder. The Issuer shall provide written notice
of any such removal to the Trustee, each Enhancement Provider, and the Rating
Agencies.


 


(e)   The appointment of any successor
Administrator shall be effective only after receipt of written confirmation
from each Rating Agency that the proposed appointment will not result in the
qualification, downgrading or withdrawal of any rating assigned to the Notes by
such Rating Agency.


 


(f)   A successor Administrator shall execute,
acknowledge and deliver a written acceptance of its appointment hereunder to
the resigning Administrator and to the Issuer. Thereupon the resignation or
removal of the resigning Administrator shall become effective and the successor
Administrator shall have all the rights, powers and duties of the Administrator
under this Agreement. The successor Administrator shall mail a notice of its
succession to the Noteholders. The resigning Administrator shall promptly
transfer or cause to be transferred all property and any related agreements,
documents and statements held by it as Administrator to the successor
Administrator and the resigning Administrator shall execute and deliver such
instruments and do other things as may reasonably be required for fully and
certainly vesting in the successor Administrator all rights, powers, duties and
obligations hereunder.


 


(g)   In no event shall a resigning Administrator
be liable for the acts or omissions of any successor Administrator hereunder.


 


(h)   In the exercise or administration of its
duties hereunder and under the Related Documents, the Administrator may act
directly or through its agents or attorneys pursuant to agreements entered into
with any of them. Any such delegation shall not relieve the Administrator of
its liability and responsibility hereunder.


 


SECTION 9. Action
upon Termination, Resignation or Removal. Promptly upon the effective date
of termination of this Agreement pursuant to Section 8(a) or the resignation or
removal of the Administrator pursuant to Section 8(b) or (c), respectively, the
Administrator shall be entitled to be paid all fees and reimbursable expenses
accruing to it to the date of such termination, resignation or removal. The
Administrator shall forthwith upon termination pursuant to Section 8(a) deliver
to the Issuer all property and documents of or relating to the Collateral then
in the custody of the Administrator. In the event of the resignation or removal
of the Administrator pursuant to Section 8(b) or (c), respectively, the
Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator.


 


SECTION 10. Notices.
Any notice, report or other communication given hereunder shall be in writing
and addressed as follows:


 


(a)  
if to the Issuer, to


 


Hertz Vehicle Financing LLC


225 Brae Boulevard


Park Ridge, NJ 07656


Attention: 
Treasury Department


 


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(b)  
if to the Administrator, to


 


The Hertz Corporation


225 Brae Boulevard


Park Ridge, NJ 07656


Attention: 
Treasury Department


 


(c)  
if to the Trustee, to


 


BNY Midwest Trust Company


2 North LaSalle Street, Suite 1020


Chicago, IL 60602


Attention:  Corporate Trust Administration — Structured
Finance


 


or to such
other address as any party shall have provided to the other parties in writing.
Any notice required to be in writing hereunder shall be deemed given if such
notice is mailed by certified mail, postage prepaid, or hand-delivered to the
address of such party as provided above, except that notices to the Trustee are
effective only upon receipt.


 


SECTION 11. Amendments.
This Agreement may be amended from time to time by a written amendment duly
executed and delivered by the Issuer, the Administrator and the Trustee,
without the consent of the Noteholders, for the purpose of correcting or
supplementing any provision hereunder which may be inconsistent with any other
provision hereunder or to make any other provisions with respect to matters or
questions arising under this Agreement; provided that such amendment
will not, as evidenced by an Officer’s Certificate, materially and adversely
affect the interest of any Noteholder. This Agreement may also be amended by
the Issuer, the Administrator and the Trustee with the written consent of the
Requisite Investors for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of Noteholders. No amendment of any
provision of this Agreement will be valid unless the Rating Agency Condition
with respect to each Series of Notes Outstanding shall have been satisfied with
respect thereto.


 


SECTION 12. Successors
and Assigns. This Agreement may not be assigned by the Administrator unless
such assignment is previously consented to in writing by the Issuer and the
Trustee and subject to receipt by the Issuer of written confirmation from each
Rating Agency that such assignment will not result in the qualification,
downgrading or withdrawal of any rating assigned to the Notes by such Rating
Agency in respect thereof. An assignment with such consent and satisfaction, if
accepted by the assignee, shall bind the assignee hereunder in the same manner
as the Administrator is bound hereunder. Notwithstanding the foregoing, this
Agreement may be assigned by the Administrator without the consent of the
Issuer or the Trustee to a corporation or other organization that is a
successor (by merger, consolidation or purchase of assets) to the
Administrator; provided that such successor organization executes and
delivers to the Issuer and the Trustee an agreement in which such corporation
or other organization agrees to be bound hereunder by the terms of said
assignment in the same manner as the Administrator is bound hereunder; provided,
further, that the Rating Agency Condition with respect to each Series of
Notes Outstanding shall have been satisfied with respect to such successor. Subject
to the foregoing, this Agreement shall bind any successors or assigns of the
parties hereto.


 


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SECTION 13. GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 14. Headings.
The section headings hereof have been inserted for convenience of reference
only and shall not be construed to affect the meaning, construction or effect
of this Agreement.


 


SECTION 15. Counterparts.
This Agreement may be executed in counterparts, each of which when so executed
shall together constitute but one and the same agreement.


 


SECTION 16. Severability.
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


SECTION 17. Limitation
of Liability of Trustee and Administrator. Notwithstanding anything
contained herein to the contrary, in no event shall either the Trustee or the
Administrator have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.


 


SECTION 18. Nonpetition
Covenants. Notwithstanding any prior termination of this Agreement, the
Administrator, the Issuer and the Trustee shall not, prior to the date which is
one year and one day after the termination of this Agreement with respect to
the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Issuer under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer.


 


SECTION 19. Liability
of Administrator. The Administrator agrees to indemnify HVF and the Trustee
and their respective agents (the “Indemnified Parties”) from and against
any and all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses incurred therewith, including reasonable attorney’s fees
and expenses incurred by the Indemnified Parties as a result of, or arising out
of, or relating to the entering into and performance of this Agreement by the
Indemnified Parties or suffered or sustained by the Indemnified Parties by
reason of any acts, omissions or alleged acts or omissions arising out of the
Administrator’s activities pursuant to this Agreement. Notwithstanding anything
in the foregoing to the contrary, the Administrator shall not be obligated
under its agreements of indemnity contained in this Section 19 (i) for any
liabilities resulting from the gross negligence or willful misconduct of the
Indemnified Parties or (ii) in respect of any claim arising out of the
assessment of any tax against the Indemnified Parties. The obligations of the
Administrator and the rights of the Indemnified Parties under this Section 19
shall survive any termination of this Agreement, in whole or in part.


 


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SECTION 20. Limited
Recourse to HVF. The obligations of HVF under this Agreement are solely the
obligations of HVF. No recourse shall be had for the payment of any amount
owing in respect of any fee hereunder or an other obligation or claim arising
out of or based upon this Agreement against any member, employee, officer or
director of HVF. Fees, expenses or costs payable by HVF hereunder shall be
payable by HVF to the extent and only to the extent that HVF is reimbursed
therefor pursuant to any of the Related Documents, or funds are then available
or thereafter become available for such purpose pursuant to Article 5 of the
Base Indenture, and the amount of any fees, expenses or costs exceeding such
funds shall in no event constitute a claim (as defined in Section 101 of the
Bankruptcy Code) against, or corporate obligation of, HVF.


 


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IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered as of the day and year first
above written.


 


 


	
   

  	
  HERTZ VEHICLE FINANCING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Robert H. Rillings

  
	
   

  	
  Name:

  	
  Robert H. Rillings

  
	
   

  	
  Title:

  	
  Vice President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE HERTZ CORPORATION,

  
	
   

  	
  as Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Robert H. Rillings

  
	
   

  	
  Name:

  	
  Robert H. Rillings

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Eric A. Lindahl

  
	
   

  	
  Name:

  	
  Eric A. Lindahl

  
	
   

  	
  Title:

  	
  Vice President

  



 


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