Exhibit 4.9.15


 




 


 


AMENDED AND RESTATED CLASS A-1
NOTE PURCHASE AGREEMENT





 


(SERIES 2005-3 VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES, CLASS A-1)


 


 


dated as of March 3, 2006,


 


 


among


 


 


HERTZ VEHICLE FINANCING LLC,


 


THE HERTZ CORPORATION,


as Administrator,


 


 


CERTAIN CONDUIT INVESTORS,


each as a Conduit Investor,


 


 


CERTAIN FINANCIAL INSTITUTIONS,


each as a Committed Note Purchaser,


 


 


CERTAIN FUNDING AGENTS,


 


and


 


LEHMAN COMMERCIAL PAPER INC.,


as Administrative Agent




 


 





 

















 


AMENDED AND RESTATED CLASS A-1
NOTE PURCHASE AGREEMENT


 


THIS
AMENDED AND RESTATED CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of March 3,
2006 (as amended, supplemented, restated or otherwise modified from time to
time in accordance with the terms hereof, this “Agreement”), is made
among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”),
THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or the “Administrator”),
the several commercial paper conduits listed on Schedule I and their
respective permitted successors and assigns (the “Conduit Investors”;
each, individually, a “Conduit Investor”), the several financial
institutions that serve as committed note purchasers set forth on Schedule I
hereto and the other financial institutions parties hereto pursuant to Section 9.17
(each a “Committed Note Purchaser”), the financial institution set forth
opposite the name of each Conduit Investor, or if there is no Conduit Investor
with respect to any Investor Group, the Committed Note Purchaser with respect
to such Investor Group, on Schedule I hereto and its permitted
successor and assign (the “Funding Agent” with respect to such Conduit
Investor or Committed Note Purchaser) 
and LEHMAN
COMMERCIAL PAPER INC., in its capacity as administrative agent for the
Conduit Investors, the Committed Note Purchasers and the Funding Agents (the “Administrative
Agent”).


 


BACKGROUND


 


1.                                       On
December 21, 2005, a Class A-1 Note Purchase Agreement (the “Original
Agreement”) was entered into among HVF, Hertz, the several commercial paper
conduits listed on Schedule I thereto and their respective
permitted successors and assigns (the “Original Conduit Investors”), the
several financial institutions that serve as committed note purchasers set
forth on Schedule I thereto and the other financial institutions
parties thereto pursuant to Section 9.17 thereof (the “Original
Committed Note Purchasers”), the financial institution set forth opposite
the name of each Original Conduit Investor, or if there was no Original Conduit
Investor with respect to any Investor Group, the Original Committed Note
Purchaser with respect to such Investor Group, on Schedule I
thereto and its permitted successor and assign, and the Administrative Agent.


 


2.                                       The
parties to this Agreement desire to amend and restate the Original Agreement in
its entirety as herein set forth.


 


3.                                       Contemporaneously
with the execution and delivery of the Original Agreement, HVF, as issuer, and
BNY Midwest Trust Company, an Illinois trust company, as trustee (together with
its successors in trust thereunder as provided in the Base Indenture referred
to below, the “Trustee”) and as Securities Intermediary, entered into
the Series 2005-3 Supplement, of even date therewith (as the same may be
further amended, supplemented, restated or otherwise modified from time to time
in accordance with the terms thereof, the “Series 2005-3 Supplement”),
to the Amended and Restated Base Indenture, dated as of December 21, 2005
(as the same may be amended, supplemented, restated or otherwise modified
from time to time in accordance with the terms thereof, the “Base Indenture”
and, together with the Series 2005-3 Supplement, the 


 


1

















 


“Indenture”),
between HVF and the Trustee, pursuant to which HVF issued one or more Series 2005-3
Variable Funding Rental Car Asset Backed Notes, Class A-1 (the “Class A-1
Notes”).


 


4.                                       HVF
has issued the Class A-1 Notes in favor of the Conduit Investors, or if
there was no Conduit Investor with respect to any Investor Group, the Committed
Note Purchaser with respect to such Investor Group, and has obtained the
agreement of the Conduit Investors or the Committed Note Purchasers, as
applicable, to make loans from time to time (each, an “Advance”) for the
purchase of Class A-1 Principal Amounts, all of which Advances (including
the Initial Advance) will constitute Increases, and all of which Advances
(including the Initial Advance) will be evidenced by the Class A-1 Notes
purchased in connection herewith and will constitute purchases of Class A-1
Principal Amounts corresponding to the amount of such Advances. Subject to the
terms and conditions of this Agreement, each Conduit Investor may make
Advances from time to time and each Committed Note Purchaser is willing to
commit to make Advances from time to time, to fund purchases of Class A-1
Principal Amounts in an aggregate outstanding amount up to the Maximum Investor
Group Principal Amount for the related Investor Group until the commencement of
the Series 2005-3 Rapid Amortization Period. Hertz has joined in this
Agreement to confirm certain representations, warranties and covenants made by
it as Administrator for the benefit of each Conduit Investor and each Committed
Note Purchaser.


 


ARTICLE I

DEFINITIONS


 


SECTION 1.01  
Definitions. As used in this Agreement and unless the context
requires a different meaning, capitalized terms used but not defined herein
(including the preamble and the recitals hereto) shall have the meanings
assigned to such terms in Article 1 of the Series 2005-3 Supplement
or in the Definitions List attached to the Base Indenture as Schedule I,
as applicable. In addition, the following terms shall have the following
meanings and the definitions of such terms are applicable to the singular as
well as the plural form of such terms and to the masculine as well as the
feminine and neuter genders of such terms:


 


“Acquiring
Committed Note Purchaser” has the meaning set forth in Section 9.17(a).


 


“Acquiring
Investor Group” has the meaning set forth in Section 9.17(c).


 


“Administrative
Agent Fee” shall mean $100,000.00 per annum payable to the Administrative
Agent in quarterly installments of $25,000.00 on the Series 2005-3 Closing
Date and on each March, June, September and December Payment Date.


 


“Advance”
has the meaning set forth in paragraph 2 of the recitals hereto.


 


“Advance
Request” has the meaning set forth in Section 7.03(c).


 


“Affected
Person” has the meaning set forth in Section 3.05.


 


2

















 


“Aggregate
Unpaids” has the meaning set forth in Section 5.01.


 


“Assignment and Assumption Agreement”
means an Assignment and Assumption Agreement substantially in the form of Exhibit B.


 


“Base
Rate” means, on any day, a rate per annum equal to the sum of (i) the
greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Rate in effect on such day plus (ii) 0.50%. Any change in
the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall
be effective as of the opening of business on the effective day of such change
in the Prime Rate or the Federal Funds Rate, respectively. Changes in the rate
of interest on that portion of any Advances maintained as Base Rate Advances
will take effect simultaneously with each change in the Base Rate.


 


“Base
Rate Tranche” means that portion of the Class A-1 Principal Amount
purchased or maintained with Advances which bear interest by reference to the
Base Rate.


 


“Borrowing”
has the meaning set forth in Section 2.02(c).


 


“Borrowing
Deficit” has the meaning set forth in Section 2.03(b).


 


“Change
in Law” means (a) any law, rule or regulation or any change
therein or in the interpretation or application thereof (whether or not having
the force of law), in each case, adopted, issued or occurring after the Series 2005-3
Closing Date or (b) any request, guideline or directive (whether or not
having the force of law) from any government or political subdivision or
agency, authority, bureau, central bank, commission, department or
instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or
any accounting board or authority (whether or not part of government)
which is responsible for the establishment or interpretation of national or
international accounting principles, in each case, whether foreign or domestic
(each an “Official Body”) charged with the administration,
interpretation or application thereof, or the compliance with any request or
directive of any Official Body (whether or not having the force of law) made,
issued or occurring after the Series 2005-3 Closing Date.


 


“Class A-1
Commitment Termination Date” means November 24, 2008 or such later
date designated in accordance with Section 2.05 or such earlier
date as the parties hereto may agree in writing to terminate this
Agreement.


 


“Commitment”
means, the obligation of the Committed Note Purchasers included in each
Investor Group to fund Advances in lieu of the related Conduit Investor
pursuant to Section 2.02(a) in an aggregate stated amount up
to the Maximum Investor Group Principal Amount for such Investor Group.


 


“Commitment Amount” means, as to each Conduit
Investor, the Maximum Investor Group Principal Amount with respect to the
Investor Group of which such Conduit Investor is a part.


 


3

















 


“Commitment
Percentage” means, on any date of determination, with respect to any
Investor Group, the ratio, expressed as a percentage, which such Investor Group’s
Maximum Investor Group Principal Amount bears to the Class A-1 Maximum
Principal Amount on such date.


 


“Committed Note Purchaser”
has the meaning set forth in the recitals hereto.


 


“Committed
Note Purchaser Percentage” means, with respect to any Committed Note
Purchaser, the percentage set forth opposite the name of such Committed Note
Purchaser on Schedule I.


 


“Conduit
Assignee” means, with respect to any Conduit Investor, any commercial paper
conduit, whose commercial paper has at least two of the following ratings (x)
at least “A-1” from Standard & Poor’s, (y) “P1” from Moody’s and (z) “F1”
from Fitch, that is administered by the Funding Agent with respect to such
Conduit Investor or any Affiliate of such Funding Agent, in each case,
designated by such Funding Agent to accept an assignment from such Conduit
Investor of the Investor Group Principal Amount or a portion thereof with
respect to such Conduit Investor pursuant to Section 9.17(b).


 


“Conduit
Investors” has the meaning set forth in the recitals hereto.


 


“Confidential
Information” for purposes of this Agreement, has the meaning set forth in Section 9.11.


 


“CP
Rate” means, with respect to each Conduit Investor (i) for any day
during any Series 2005-3 Interest Period funded by a Conduit Investor set
forth in Schedule I hereto or any other Conduit Investor that
elects in its Assignment and Assumption Agreement to make this clause (i) applicable
(collectively, the “Conduits”), the per annum rate equivalent to the
weighted average of the per annum rates paid or payable by such Conduits from
time to time as interest on or otherwise (by means of interest rate hedges or
otherwise taking into consideration any incremental carrying costs associated
with short term promissory notes issued by such Conduits maturing on dates
other than those certain dates on which such Conduits are to receive funds) in
respect of the promissory notes issued by such Conduits that are allocated in
whole or in part by their respective Funding Agent (on behalf of such
Conduits) to fund or maintain the Class A-1 Principal Amount during such
period, as determined by their respective Funding Agent (on behalf of such
Conduits), including (x) the commissions of placement agents and dealers in
respect of such promissory notes, to the extent such commissions are allocated,
in whole or in part, to such promissory notes by the related Committed Note
Purchasers (on behalf of such Conduits), (y) all reasonable costs and expenses
of any issuing and paying agent or other person responsible for the
administration of such Conduits’ commercial paper programs in connection with
the preparation, completion, issuance, delivery or payment of Class A-1
Commercial Paper, and (z) the costs of other borrowings by such Conduits
including, without limitation, borrowings to fund small or odd dollar amounts
that are not easily accommodated in the commercial paper market; 


 


4

















 


provided,
however, that if any component of such rate is a discount rate, in
calculating the CP Rate, the respective Funding Agent for such Conduits shall
for such component use the rate resulting from converting such discount rate to
an interest bearing equivalent rate per annum and (ii) for any Series 2005-3
Interest Period for any portion of the Commitment of the related Investor Group
funded by any other Conduit Investor, the “CP Rate” applicable to such Conduit Investor
as set forth in its Assignment and Assumption Agreement.


 


“Domestic
Office” means, the office of the related Funding Agent designated as such
below its name on the signature page hereof, if any, or such other office
of such Funding Agent as designated from time to time by written notice from
such Funding Agent to HVF, inside the United States, which shall be making or
maintaining Advances other than Eurodollar Advances of the Committed Note
Purchasers in its Investor Group hereunder.


 


“Eurodollar
Advance” means, an Advance which bears interest at all times during the
Eurodollar Interest Period applicable thereto at a fixed rate of interest
determined by reference to the Eurodollar Rate (Reserve Adjusted).


 


“Eurodollar
Interest Period” means, with respect to any Eurodollar Advance, a period
commencing on the date of such Eurodollar Advance and ending on the next
Payment Date; provided, however, that


 


(i)                                     no
Eurodollar Interest Period may end subsequent to the December 2009
Payment Date; and


 


(ii)                                  upon
the occurrence and during the continuation of the Series 2005-3 Rapid
Amortization Period, any Eurodollar Interest Period may be terminated at
the election of the related Funding Agent by notice to HVF and the
Administrator, and upon such election the Eurodollar Advances in respect of
which interest was calculated by reference to such terminated Eurodollar
Interest Period shall be converted to Base Rate Advances or included in the CP
Tranche until payment in full of the Class A-1 Notes.


 


“Eurodollar
Office” means, the office of the related Funding Agent designated as such
below its name on the signature page hereof, if any, or such other office
of such Funding Agent as designated from time to time by written notice from
such Funding Agent to HVF, whether or not outside the United States, which
shall be making or maintaining Eurodollar Advances of the Committed Note
Purchasers in its Investor Group hereunder.


 


“Eurodollar
Rate” means, the rate per annum determined by the related Funding Agent at
approximately 11:00 a.m. (London time) on the date which is one (1) Business
Day prior to the beginning of the relevant Eurodollar Interest Period by
reference to the British Bankers’ Association Interest Settlement Rates for
deposits in Dollars (as set forth by any service selected by such Funding Agent
which has been nominated by the British Bankers’ Association as an authorized
information vendor for 


 


5

















 


the purpose of displaying
such rates) for a period equal to such Eurodollar Interest Period; provided
that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the “Eurodollar Rate” shall be the
interest rate per annum determined by such Funding Agent to be the rate per
annum at which deposits in Dollars are offered by the Reference Lender in
London to prime banks in the London interbank market at or about 11:00 a.m.
(London time) one (1) Business Days before the first day of such
Eurodollar Interest Period in an amount substantially equal to the amount of
the Eurodollar Advances to be outstanding during such Eurodollar Interest
Period and for a period equal to such Eurodollar Interest Period. In respect of
any Eurodollar Interest Period which is not thirty (30) days in duration, the
Eurodollar Rate shall be determined through the use of straight-line
interpolation by reference to two rates calculated in accordance with the
preceding sentence, one of which shall be determined as if the maturity of the
Dollar deposits referred to therein were the period of time for which rates are
available next shorter than the Eurodollar Interest Period and the other of
which shall be determined as if such maturity were the period of time for which
rates are available next longer than the Eurodollar Interest Period; provided
that, if a Eurodollar Interest Period is less than or equal to seven days, the
Eurodollar Rate shall be determined by reference to a rate calculated in
accordance with the preceding sentence as if the maturity of the Dollar
deposits referred to therein were a period of time equal to seven days.


 


“Eurodollar
Rate (Reserve Adjusted)” means, for any Eurodollar Interest Period, an
interest rate per annum (rounded upward to the nearest 1/100th of 1%)
determined pursuant to the following formula:


 


	
  Eurodollar Rate =

  	
  Eurodollar Rate

  	
   

  
	
  (Reserve Adjusted)

  	
  1.00 – Eurodollar Reserve Percentage

  



 


The
Eurodollar Rate (Reserve Adjusted) for any Eurodollar Interest Period for
Eurodollar Advances will be determined by the related Funding Agent on the
basis of the Eurodollar Reserve Percentage in effect one (1) Business Day
before the first day of such Eurodollar Interest Period.


 


“Eurodollar
Reserve Percentage” means, for any Eurodollar Interest Period, the reserve
percentage (expressed as a decimal) equal to the maximum aggregate reserve
requirements (including all basic, emergency, supplemental, marginal and other
reserves and taking into account any transitional adjustments or other
scheduled changes in reserve requirements) specified under regulations issued
from time to time by the F.R.S. Board and then applicable to assets or
liabilities consisting of and including “Eurocurrency Liabilities,” as
currently defined in Regulation D of the F.R.S. Board, having a term
approximately equal or comparable to such Eurodollar Interest Period.


 


“Eurodollar
Tranche” means that portion of the Class A-1 Principal Amount
purchased or maintained with Eurodollar Advances.


 


“Federal
Funds Rate” means for any period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the overnight 


 


6

















 


federal funds rates as in
Federal Reserve Board Statistical Release H.15(519) or any successor or
substitute publication selected by the Funding Agent for such Investor Group
(or, if such day is not a Business Day, for the next preceding Business Day),
or, if, for any reason, such rate is not available on any day, the rate
determined, in the sole opinion of the Funding Agent for such Investor Group,
to be the rate at which overnight federal funds are being offered in the
national federal funds market at 9:00 a.m. New York City time.


 


“Financial
Statements” has the meaning set forth in Section 6.02(b).


 


“Governmental
Authority” means the United States of America, any state, local or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory, or administrative functions thereof pertaining thereto.


 


“Increase
Date” shall mean the Business Day on which an Increase in the Class A-1
Principal Amount occurs.


 


“Initial
Advance” means the Advances made under this Agreement as part of the
initial Borrowings.


 


“Investor
Group” means, collectively, a Conduit Investor, if any, and the Committed
Note Purchaser(s) with respect to such Conduit Investor.


 


“Investor
Group Increase Amount” means, with respect to any Investor Group, for any
Business Day, such Investor Group’s Commitment Percentage of the Increase, if
any, on such Business Day.


 


“Investor
Group Principal Amount” means, with respect to any Investor Group, (a) when
used with respect to the Series 2005-3 Closing Date, such Investor Group’s
Commitment Percentage of the Class A-1 Initial Principal Amount and (b) when
used with respect to any other date, an amount equal to (i) the Investor
Group Principal Amount with respect to such Investor Group on the immediately
preceding Business Day plus (ii) the Investor Group Increase Amount
with respect to such Investor Group on such date minus (iii) the
amount of principal payments made to such Investor Group pursuant to Section 3.5
of the Series 2005-3 Supplement on such date plus (iv) the
amount of principal payments recovered from such Investor Group by a trustee as
a preference payment in a bankruptcy proceeding of the Issuer or otherwise.


 


“Investor
Group Supplement” means an Investor Group Supplement substantially in the form of
Exhibit C.


 


“Majority
Program Support Providers” means with respect to the related Investor
Group, Program Support Providers holding more than 50% of the aggregate
commitments of all Program Support Providers.


 


“Margin
Stock” means “margin stock” as defined in Regulation U of the Board of
Governors of the Federal Reserve System, as amended from time to time.


 


7

















 


“Maximum
Investor Group Principal Amount” means, with respect to each Investor
Group, the amount set forth opposite the name of the Conduit Investor included
in such Investor Group on Schedule I, as such amount may be increased
or modified from time to time by written agreement among the Committed Note
Purchasers included in such Investor Group on Schedule I hereto, the
Administrator, the Insurer and HVF in accordance with the terms hereof.


 


“Prime
Rate” means the rate announced by the Reference Lender from time to time as
its prime rate in the
United States, such rate to change as and when such designated rate changes. The
Prime Rate is not intended to be the lowest rate of interest charged by the
Reference Lender in connection with extensions of credit to debtors.


 


“Program Fee” has the meaning set
forth in Section 3.02(a).


 


“Program Fee Rate” means 0.275%.


 


“Program
Support Agreement” means and includes any agreement entered into by any
Program Support Provider in respect of any Class A-1 Commercial Paper
and/or Class A-1 Note providing for the issuance of one or more letters of
credit for the account of a Committed Note Purchaser or a Conduit Investor, the
issuance of one or more insurance policies for which a Committed Note Purchaser
or a Conduit Investor is obligated to reimburse the applicable Program Support
Provider for any drawings thereunder, the sale by a Committed Note Purchaser or
a Conduit Investor to any Program Support Provider of the Class A-1 Notes
(or portions thereof or interests therein) and/or the making of loans and/or
other extensions of credit to a Committed Note Purchaser or a Conduit Investor
in connection with such Conduit Investor’s securitization program, together
with any letter of credit, insurance policy or other instrument issued
thereunder or guaranty thereof (but excluding any discretionary advance
facility provided by a Committed Note Purchaser).


 


“Program
Support Provider” means and includes any financial institutions and any
other or additional Person (other than any customer of HVF) now or hereafter
extending credit or having a commitment to extend credit to or for the account
of, and/or agreeing to make purchases from, a Committed Note Purchaser or a
Conduit Investor in respect of such Committed Note Purchaser’s or Conduit
Investor’s Class A-1 Commercial Paper and/or Class A-1 Note, and/or
agreeing to issue a letter of credit or insurance policy or other instrument to
support any obligations arising under or in connection with such Conduit
Investor’s securitization program as it relates to any Class A-1
Commercial Paper issued by such Conduit Investor, in each case pursuant to a
Program Support Agreement and any guarantor of any such person.


 


“Reference
Lender” means the related Funding Agent.


 


“Regulation
S”:  Regulation S under the
Securities Act.


 


“Securities
Act”:  The U.S. Securities Act of
1933, as amended.


 


8

















 


“Series 2005-3 Supplement” means that certain Series Supplement to the Base Indenture,
dated as of the date hereof (as
amended, modified, restated or supplemented from time to time in accordance
with the terms thereof), by and between HVF and BNY Midwest Trust Company, as
Trustee, relating to, among other things, the issuance by HVF of its Class A-1
Notes.


 


“Series 2005-4
Class A Principal Amount” means the “Class A Principal Amount” as
defined in the Series 2005-4 Supplement.


 


“Series 2005-4 Note” means the Series 2005-4 Variable Funding Rental Car Asset
Backed Note, Class A, issued under the Series 2005-4 Supplement.


 


“Series 2005-4 Supplement” means that certain Series Supplement to the Base Indenture,
dated as of the date hereof (as
amended, modified, restated or supplemented from time to time in accordance
with the terms thereof), by and between HVF and BNY Midwest Trust Company, as
Trustee, relating to, among other things, the issuance by HVF of its Series 2005-4
Notes.


 


“Taxes”
has the meaning set forth in Section 3.08.


 


“Term”
has the meaning set forth in Section 2.05.


 


“Undrawn
Facility Fee” has the meaning set forth in Section 3.02(b).


 


ARTICLE II

PURCHASE AND SALE OF CLASS A-1
NOTES


 


SECTION 2.01   The Initial Note Purchase. On the
terms and conditions set forth in the Indenture and this Agreement, and in
reliance on the covenants, representations and agreements set forth herein and
therein, HVF caused the Trustee to issue the initial Class A-1 Notes on
the Series 2005-3 Closing Date. Such initial Class A-1 Notes for each
Investor Group were dated the Series 2005-3 Closing Date, registered in
the name of the respective Funding Agent or its nominee, as agent for the
related Conduit Investor and the Committed Note Purchaser(s), or in such other
name as the respective Funding Agent may request, and duly authenticated
in accordance with the provisions of the Indenture.


 


SECTION 2.02   Advances. (a)  Subject to the
terms and conditions of this Agreement and the Series 2005-3 Supplement,
each Conduit Investor, if any may and, if such Conduit Investor determines
that it will not make an Advance or any portion of an Advance, its related
Committed Note Purchaser(s) or, if there is no Conduit Investor with respect to
any Investor Group, the Committed Note Purchaser(s) with respect to such
Investor Group, shall, to the extent such Conduit Investor does not make such
Advance or there is no such Conduit Investor with respect to an Investor Group,
and the Commitment Termination Date has not occurred, upon HVF’s request,
delivered in accordance with the provisions of Section 2.03, and the
satisfaction of all conditions precedent thereto, make Advances from time to
time during the Series 2005-3 Revolving Period; provided, that,
such Advances shall be made ratably by each Conduit Investor, if 


 


9

















 


any, based on the
respective Commitment Percentage of its Investor Group and the portion of any
such Advance made by a Committed Note Purchaser shall be its Committed Note
Purchaser Percentage of the Commitment Percentage with respect to the related
Investor Group; provided, that no Advance shall be required or permitted
to be made on any date if, after giving effect to such Advance, (i) such
related Investor Group Principal Amount would exceed the Maximum Investor Group
Principal Amount, (ii) the Class A-1 Principal Amount would exceed
the Class A-1 Maximum Principal Amount, (iii) a Class Enhancement
Deficiency or an Aggregate Asset Amount Deficiency exists or would exist as a
result of such Advance, or (iv) an Amortization Event or Potential Amortization
Event with respect to the Series 2005-3 Notes exists or would exist as a
result of such Advance. If a Conduit Investor elects not to fund the full
amount of its Commitment Percentage of the Class A-1 Initial Principal
Amount or a requested Increase, such Conduit Investor shall notify the
Administrative Agent and the Funding Agent with respect to such Conduit
Investor, and each Committed Note Purchaser with respect to such Conduit
Investor shall fund its Committed Note Purchaser Percentage of the portion of
the Commitment Percentage with respect to such Investor Group of the Class A-1
Initial Principal Amount or such Increase, as the case may be, not funded
by such Conduit Investor.


 


(b)                                 Subject
to Section 9.10(b), each Conduit Investor hereby agrees with
respect to itself that it will use commercially reasonable efforts to fund
Advances made by its Investor Group through the issuance of Class A-1
Commercial Paper; provided, that (i) no Conduit Investor will have
any obligation to use commercially reasonable efforts to fund Advances made by
its Investor Group through the issuance of Class A-1 Commercial Paper at
any time (x) an Amortization Event has occurred and is continuing or (y) the
funding of such Advance through the issuance of Class A-1 Commercial Paper
would be prohibited by the program documents governing such Conduit Investor’s
commercial paper program, (ii) nothing herein is (or shall be construed)
as a commitment by any Conduit Investor to fund any Advance through the
issuance of Class A-1 Commercial Paper, and (iii) notwithstanding
anything herein or in any other Related Document to the contrary, at no time
will a Conduit Investor be obligated to make Advances hereunder.


 


(c)                                  The
proceeds of all Advances on any date shall be allocated according to the
provisions of Article III of the Series 2005-3 Supplement. Each of
the Advances to be made on any date shall be made singly as part of a
single borrowing (each such single borrowing being a “Borrowing”). Subject
to the terms of this Agreement and the Series 2005-3 Supplement, the
aggregate principal amount of the Advances represented by the Class A-1
Notes may be increased or decreased from time to time.


 


SECTION 2.03   Borrowing Procedures.


 


(a)                                  Whenever
HVF wishes the Conduit Investors, or if there is no Conduit Investor with
respect to any Investor Group, the Committed Note Purchaser with respect to
such Investor Group, to make an Advance, HVF shall (or shall cause the
Administrator to) notify the Administrative Agent, each Funding Agent and the Trustee



 


10

















 


upon irrevocable written
notice delivered to the Administrative Agent and each Funding Agent (with a
copy of such notice delivered to the Committed Note Purchasers) no later than
12:00 noon New York City time on the Business Day prior to the proposed
Borrowing (which Borrowing date shall, except in the case of the Initial
Advance, be an Increase Date). Each such notice shall be irrevocable and shall
in each case refer to this Agreement and specify the aggregate amount of the
requested Borrowing to be made on such date. HVF shall (or shall cause the
Administrator to) ratably allocate the proposed Borrowing among the Investor
Groups’ respective Investor Group Principal Amounts. Each Funding Agent shall
promptly advise its related Conduit Investor, if any, of any notice given
pursuant to this Section and shall promptly thereafter (but in no event
later than 11:00 a.m. New York City time on the proposed date of
Borrowing) notify HVF and the related Committed Note Purchaser(s) whether such
Conduit Investor has determined to make such Advance. On the date of each
Borrowing and subject to the other conditions set forth herein and in the Series 2005-3
Supplement, each Conduit Investor or its related Committed Note Purchaser(s),
as the case may be, shall make available to HVF the amount of such Advance
by wire transfer in U.S. dollars of such amount in same day funds to the Series 2005-3
Collection Account no later than 3:00 p.m. (New York time) on the date of
such Borrowing.


 


(b)                                 If,
by 2:00 p.m. (New York time) on the date of any Borrowing, one or more
Committed Note Purchasers in an Investor Group (each, a “Defaulting Committed Note Purchaser,” and
each Committed Note Purchaser in the related Investor Group other than any
Defaulting Committed Note Purchaser being referred to as a “Non-Defaulting Committed Note Purchaser”)
fails to make its ratable portion of any Borrowing available to HVF pursuant to
Section 2.03(a) (the
aggregate amount unavailable to HVF as a result of such failure being herein
called in either case the “Borrowing Deficit”),
then the Funding Agent for such Investor Group shall, by no later than 2:30 p.m.
(New York City time) on the applicable date of such Borrowing instruct each
Non-Defaulting Committed Note Purchaser in the same Investor Group as the
Defaulting Committed Note Purchaser to pay, by no later than 3:00 p.m.
(New York time), in immediately available funds, to the Series 2005-3
Collection Account, an amount equal to the lesser of (i) such
Non-Defaulting Committed Note Purchaser’s proportionate share (based upon the
relative Committed Note Purchaser Percentage of such Non-Defaulting Committed
Note Purchasers) of the Borrowing Deficit and (ii) such Non-Defaulting
Committed Note Purchaser’s Committed Note Purchaser Percentage of the amount by which the Maximum Investor Group
Investor Amount for such Investor Group exceeds the Investor Group Principal
Amount for such Investor Group (determined after giving effect to any Advances
already made by such Investor Group on such date). A Defaulting Committed Note Purchaser shall forthwith, upon
demand, pay to the applicable Funding Agent for the ratable benefit of the
Non-Defaulting Committed Note Purchasers all amounts paid by each such Non-Defaulting
Committed Note Purchaser on behalf of such Defaulting Committed Note Purchaser,
together with interest thereon, for each day from the date a payment was made
by a Non-Defaulting Committed Note Purchaser until the date such Non-Defaulting
Committed Note Purchaser has been paid such amounts in full, at a rate per  annum
equal to the sum of the Base Rate plus
1% per  annum.


 


11

















 


SECTION 2.04   The Class A-1 Notes. On each
date an Advance is funded under the Class A-1 Note pursuant to the Series 2005-3
Supplement, and on each date the amount of outstanding Advances thereunder is
reduced, a duly authorized officer, employee or agent of the related Funding
Agent shall make appropriate notations in its books and records of the amount
of such Advance and the amount of such reduction, as applicable. HVF hereby
authorizes each duly authorized officer, employee and agent of such Funding
Agent to make such notations on the books and records as aforesaid and every
such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so
recorded and shall be binding on HVF absent manifest error; provided, however,
that in the event of a discrepancy between the books and records of such
Funding Agent and the records maintained by the Trustee pursuant to the
Indenture, such discrepancy shall be resolved by such Funding Agent, the
Insurer and the Trustee.


 


SECTION 2.05   Commitment Terms. The “Term”
of the Commitment hereunder shall be for a period commencing on the Series 2005-3
Closing Date and ending on the Commitment Termination Date, or such later date
as each Committed Note Purchaser and the Insurer may agree to in writing.


 


SECTION 2.06   Selection of Interest Rates. Following
(i) the funding of any Advances by a Committed Note Purchaser or (ii) any
assignment by a Conduit Investor to its related liquidity providers pursuant to
the applicable liquidity purchase agreement or liquidity loan agreement with
respect to the Class A-1 Notes or to its related Committed Note Purchaser
hereunder, in each case the Advances funded, directly or indirectly, with
amounts received from any such provider or Committed Note Purchaser will accrue
interest at the Base Rate; provided that HVF may, prior to the
commencement of the Series 2005-3 Rapid Amortization Period, if HVF gives
notice prior to 12:00 p.m. (New York Time) on the date which is one (1) Business
Day prior to the commencement of the related Eurodollar Interest Period, elect
that such Advances be made as Eurodollar Advances.


 


SECTION 2.07   Reduction in Commitment Amount. HVF
may, upon three Business Days’ notice to the Administrative Agent, each Funding
Agent, each Conduit Investor and each Committed Note Purchaser, effect a
permanent reduction in the Class A-1 Maximum Principal Amount and a
corresponding reduction in the Commitment Amount and the Maximum Investor Group
Principal Amount; provided that (x) any such reduction (i) will be
limited to the undrawn portion of the Commitment Amounts, although any such
reduction may be combined with a Voluntary Decrease effected pursuant to
and in accordance with Section 2.2(b) of the Series 2005-3
Supplement, and (ii) must be in a minimum amount of $10,000,000 and (y)
after giving effect to such reduction, the Class A-1 Maximum Principal
Amount equals or exceeds $100,000,000, unless reduced to zero. Any reduction
made pursuant to this Section 2.07 shall be made ratably among the
Investor Groups on the basis of their respective Maximum Investor Group
Principal Amount. Any reduction in the Class A-1 Maximum Principal Amount
shall result in a ratable reduction of the Class A-2 Maximum Principal
Amount, unless otherwise agreed upon in writing by the Administrative Agent,
each Funding Agent, each Conduit Investor and each Committed Note Purchaser. Any



 


12

















 


reduction under the Class A
Notes shall result in a ratable reduction under the Series 2005-4 Notes,
unless otherwise agreed upon in writing by the Administrative Agent, each
Funding Agent, each Conduit Investor and each Committed Note Purchaser.


 


ARTICLE III

INTEREST AND FEES


 


SECTION 3.01   Interest. Each related Advance funded
or maintained by a Conduit Investor during the related Series 2005-3
Interest Period (a) through the issuance of Class A-1 Commercial
Paper shall bear interest at the CP Rate for such Series 2005-3 Interest
Period and (b) through means other than the issuance of Class A-1
Commercial Paper shall bear interest at (i) the Base Rate for the related Series 2005-3
Interest Period or (ii) if the required notice has been given pursuant to Section 2.06,
the Eurodollar Rate (Reserve Adjusted) applicable to such Investor Group for
the related Eurodollar Interest Period, in each case except as otherwise
provided in the definition of Eurodollar Interest Period or in Section 3.03
or 3.04. Each Funding Agent shall notify HVF, the Administrator and the
Administrative Agent of the applicable interest rate for the Advances made by
its Investor Group for the related Series 2005-3 Interest Period by 11:00 a.m.
(New York time) on the Business Day preceding each Determination Date and on
the Business Day following each Payment Date. In addition, each Funding Agent
shall notify HVF, the Administrator and the Administrative Agent of the
applicable CP Rate for each Advance made by its Investor Group and funded
through the issuance of Class A-1 Commercial Paper by 11:00 a.m. (New
York time) on the Business Day of such Advance. The Administrative Agent shall
notify the Administrator of the blended average of the CP Rates for each
Advance on the Business Day of such Advance.


 


(a)                                  Interest
shall be due and payable on each Payment Date in accordance with the provisions
of the Series 2005-3 Supplement.


 


(b)                                 All
computations of interest at the CP Rate and the Eurodollar Rate (Reserve
Adjusted) shall be made on the basis of a year of 360 days and the actual
number of days elapsed and all computations of interest at the Base Rate shall
be made on the basis of a 365 (or 366, as applicable) day year and actual
number of days elapsed. Whenever any payment of interest or principal in
respect of any Advance shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day (other than as
provided in the definition of Eurodollar Interest Period) and such extension of
time shall be included in the computation of the amount of interest owed.


 


SECTION 3.02  
Fees.


 


(a)                                  On
each Payment Date, HVF shall pay to each Funding Agent, for the account of the
related Investor Group, a program fee (the “Program Fee”) equal to the
product of (x) the Program Fee Rate, (y) the daily average Investor Group
Principal Amount for the related Investor Group for the period from and including
the immediately preceding Payment Date (or in the case of the first Payment
Date, the Series 2005-3 Closing Date) to but excluding such Payment Date
and (z) the number of days in the 


 


13

















 


related Series 2005-3
Interest Period divided by 360 (or in the case of the first Payment Date
occurring following the Series 2005-3 Closing Date, the number of days in
the period from and including the Series 2005-3 Closing Date to but
excluding such first Payment Date).


 


(b)                                 On
each Payment Date on or prior to the Commitment Termination Date, HVF shall pay
to each Funding Agent, for the account of the related Investor Group, an
undrawn facility fee (the “Undrawn Facility Fee”) equal to the product
of (x) 0.125% times (y) the excess of (i) 102% of the Maximum
Investor Group Principal Amount for the related Investor Group over (ii) 102%
of the daily average Investor Group Principal Amount for the related Investor
Group during the related Series 2005-3 Interest Period (or in the case of
the first Payment Date occurring following the Series 2005-3 Closing Date,
the number of days in the period from and including the Series 2005-3
Closing Date to but excluding such first Payment Date), times (z) the
number of days in the related Series 2005-3 Interest Period divided by 360
(or in the case of the first Payment Date occurring following the Series 2005-3
Closing Date, the number of days in the period from and including the Series 2005-3
Closing Date to but excluding such first Payment Date).


 


(c)                                  On
the Series 2005-3 Closing Date and on each March, June, September and
December Payment Date thereafter, HVF shall pay to the Administrative
Agent the applicable Administrative Agent Fee for such date.


 


(d)                                 On
the Series 2005-3 Closing Date, HVF paid to each Funding Agent, for the
account of the related Committed Note Purchaser a structuring and commitment
fee equal to the product of (a) the product of (x) 0.75% and (y) the Class A-1
Maximum Principal Amount and (b) such Committed Note Purchaser’s Committed
Note Purchaser Percentage on the Series 2005-3 Closing Date.


 


SECTION 3.03   Eurodollar Lending Unlawful. If a
Conduit Investor, a Committed Note Purchaser or any Program Support Provider
shall reasonably determine (which determination shall, upon notice thereof to
the Administrative Agent and the related Funding Agent and HVF, be conclusive
and binding on HVF absent manifest error) that the introduction of or any
change in or in the interpretation of any law, rule or regulation makes it
unlawful, or any central bank or other Governmental Authority asserts that it
is unlawful, for any such Program Support Provider or Committed Note Purchaser
to make, continue, or maintain any Advance as, or to convert any Advance into,
the Eurodollar Tranche of such Advance, the obligation of such Person to make,
continue or maintain or convert any such Advance as the Eurodollar Tranche of
such Advance shall, upon such determination, forthwith be suspended until such
Person shall notify the related Funding Agent and HVF that the circumstances
causing such suspension no longer exist, and such Investor Group shall
immediately convert all Advances of any such Program Support Provider or
Committed Note Purchaser, as applicable, into the Base Rate Tranche of such
Advance at the end of the then current Eurodollar Interest Periods with respect
thereto or sooner, if required by such law or assertion.


 


14

















 


SECTION 3.04   Deposits Unavailable. If a Conduit
Investor, a Committed Note Purchaser or any Program Support Provider shall have
reasonably determined that:


 


(a)                                  Dollar
deposits in the relevant amount and for the relevant Eurodollar Interest Period
are not available to all Reference Lenders in the relevant market; or


 


(b)                                 by
reason of circumstances affecting all Reference Lenders’ relevant market,
adequate means do not exist for ascertaining the interest rate applicable
hereunder to the Eurodollar Tranche of any Advance; or


 


(c)                                  such
Conduit Investor, such Committed Note Purchaser or the related Majority Program
Support Providers have notified the related Funding Agent and HVF that, with
respect to any interest rate otherwise applicable hereunder to the Eurodollar
Tranche of any Advance the Eurodollar Interest Period for which has not then
commenced, such interest rate will not adequately reflect the cost to such
Conduit Investor, such Committed Note Purchaser or such Majority Program
Support Providers of making, funding, agreeing to make or fund or maintaining
their respective Eurodollar Tranche of such Advance for such Eurodollar
Interest Period,


 


then, upon notice from
such Conduit Investor, such Committed Note Purchaser or the related Majority
Program Support Providers to such Funding Agent and HVF, the obligations of
such Conduit Investor, such Committed Note Purchaser and all of the relevant
Program Support Providers to make or continue any Advance as, or to convert any
Advances into, the Eurodollar Tranche of such Advance shall forthwith be
suspended until such Funding Agent shall notify HVF that the circumstances
causing such suspension no longer exist.


 


SECTION 3.05   Increased or Reduced Costs, etc.. HVF
agrees to reimburse each Conduit Investor and each Committed Note Purchaser and
any Program Support Provider (each, an “Affected Person”) for any
increase in the cost of, or any reduction in the amount of any sum receivable
by any such Affected Person, including reductions in the rate of return on such
Affected Person’s capital, in respect of making, continuing or maintaining (or
of its obligation to make, continue or maintain) any Advances as, or of
converting (or of its obligation to convert) any Advances into, the Eurodollar
Tranche of such Advance that arise in connection with any Changes in Law,
except for such Changes in Law with respect to increased capital costs and
taxes which are governed by Sections 3.07 and 3.08, respectively.
Each such demand shall be provided to the related Funding Agent and HVF in
writing and shall state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such Affected Person for such
increased cost or reduced amount or return. Such additional amounts shall be
payable by HVF to such Funding Agent and by such Funding Agent directly to such
Affected Person within five (5) Business Days of HVF’s receipt of such
notice, and such notice shall, in the absence of manifest error, be conclusive
and binding on HVF.


 


15

















 


SECTION 3.06   Funding Losses. In the event any
Affected Person shall incur any loss or expense (including any loss or expense
incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by such Affected Person to make, continue or maintain any
portion of the principal amount of any Advance as, or to convert any portion of
the principal amount of any Advance into, the Eurodollar Tranche of such
Advance) as a result of:


 


(a)                                  any
conversion or repayment or prepayment (for any reason, including, without
limitation, as a result of the acceleration of the maturity of the Eurodollar
Tranche of such Advance or the assignment thereof in accordance with the
requirements of the applicable Program Support Agreement) of the principal
amount of any portion of the Eurodollar Tranche on a date other than the
scheduled last day of the Eurodollar Interest Period applicable thereto;


 


(b)                                 any
Advance not being made as an Advance under the Eurodollar Tranche after a
request for such an Advance has been made in accordance with the terms
contained herein;


 


(c)                                  any
Advance not being continued as, or converted into, an Advance under the
Eurodollar Tranche after a request for such an Advance has been made in
accordance with the terms contained herein, or


 


(d)                                 any
failure of HVF to make a Decrease after giving notice thereof pursuant to Section 2.2(b) of
the Series 2005-3 Supplement,


 


then, upon the written
notice of any Affected Person to the related Funding Agent and HVF, HVF shall
pay to such Funding Agent and such Funding Agent shall, within five (5) Business
Days of its receipt thereof, pay directly to such Affected Person such amount
as will (in the reasonable determination of such Affected Person) reimburse
such Affected Person for such loss or expense. Such written notice (which shall
include calculations in reasonable detail) shall, in the absence of manifest
error, be conclusive and binding on HVF.


 


SECTION 3.07   Increased Capital Costs. If any
Change in Law affects or would affect the amount of capital required or
reasonably expected to be maintained by any Affected Person or any Person
controlling such Affected Person and such Affected Person reasonably determines
(in its sole and absolute discretion) that the rate of return on its or such
controlling Person’s capital as a consequence of its commitment or the Advances
made by such Affected Person is reduced to a level below that which such
Affected Person or such controlling Person would have achieved but for the
occurrence of any such circumstance, then, in any such case after notice from
time to time by such Affected Person to the related Funding Agent and HVF, HVF
shall pay to such Funding Agent and such Funding Agent shall pay an incremental
commitment fee to such Affected Person sufficient to compensate such Affected
Person or such controlling Person for such reduction in rate of return. A
statement of such Affected Person as to any such additional amount or amounts
(including calculations thereof in reasonable detail), in the absence of
manifest error, shall be conclusive and binding on HVF; and provided, 


 


16

















 


further,
that the initial payment of such increased commitment fee shall include a
payment for accrued amounts due under this Section 3.07 prior to
such initial payment. In determining such additional amount, such Affected
Person may use any method of averaging and attribution that it (in its
reasonable discretion) shall deem applicable so long as it applies such method
to other similar transactions.


 


SECTION 3.08   Taxes. All payments by HVF of
principal of, and interest on, the Advances and all other amounts payable
hereunder (including fees) shall be made free and clear of and without
deduction for any present or future income, excise, documentary, property,
stamp or franchise taxes and other taxes, fees, duties, withholdings or other
charges of any nature whatsoever imposed by any taxing authority, but excluding
in the case of any Affected Person (x) net income, franchise or similar taxes
(including branch profits taxes or alternative minimum tax) imposed or levied
on the Affected Person as a result of a connection between the Affected Person
and the jurisdiction of the governmental authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from such Affected Person having executed,
delivered or performed its obligations or received a payment under, or enforced
by, this Agreement) and (y) with respect to any Affected Person organized under
the laws of the jurisdiction other than the United States (“Foreign Affected
Person”), any withholding tax that is imposed on amounts payable to the
Foreign Affected Person at the time the Foreign Affected Person becomes a party
to this Agreement (or designates a new lending office), except to the extent
that such Foreign Affected Person (or its assignor, if any) was already
entitled, at the time of the designation of the new lending office (or
assignment), to receive additional amounts from HVF with respect to withholding
tax (such non-excluded items being called “Taxes”).


 


Moreover,
if any Taxes are directly asserted against any Affected Person with respect to
any payment received by such Affected Person or its agent from HVF, such
Affected Person or its agent may pay such Taxes and HVF will promptly upon
receipt of prior written notice stating the amount of such Taxes pay such
additional amounts (including any penalties, interest or expenses) as is
necessary in order that the net amount received by such person after the
payment of such Taxes (including any Taxes on such additional amount) shall
equal the amount such person would have received had not such Taxes been
asserted.


 


If HVF
fails to pay any Taxes when due to the appropriate taxing authority or fails to
remit to the Affected Person or its agent the required receipts or other
required documentary evidence, HVF shall indemnify the Affected Person and
their agent for any incremental Taxes, interest or penalties that may become
payable by any such Affected Person or its agent as a result of any such
failure. For purposes of this Section 3.08, a distribution
hereunder by the agent for the relevant Affected Person shall be deemed a
payment by HVF.


 


Upon
the request of HVF, each Foreign Affected Person shall execute and deliver to
HVF, prior to the initial due date of any payments hereunder and to the extent
permissible under then current law, and on or about the first scheduled payment
date in each calendar year thereafter, one or more (as HVF may reasonably request)
United 


 


17

















 


States Internal Revenue
Service Forms W-8BEN, Forms W-8ECI or Forms W-9, or successor applicable forms,
or such other forms or documents (or successor forms or documents),
appropriately completed, as may be applicable to establish the extent, if
any, to which a payment to such Affected Person is exempt from withholding or
deduction of Taxes. HVF shall not, however, be required to pay any increased
amount under this Section 3.08 to any Affected Person that is
organized under the laws of a jurisdiction other than the United States if such
Affected Person fails to comply with the requirements set forth in this
paragraph.


 


If the
Affected Person determines, in its sole discretion, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 3.08,
it shall pay over such refund to HVF (but only to the extent of indemnity
payments made, or additional amounts paid under this Section 3.08 with
respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Affected Person and without interest (other than any interest
paid by the relevant governmental authority with respect to such refund), provided
that HVF, upon the request of the Affected Person, agrees to repay the amount
paid over to HVF (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) to the Affected Person in the event the
Affected Person is required to repay such refund to such governmental
authority. This Section 3.08 shall not be construed to require the
Affected Person to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to HVF or any other Person.


 


SECTION 3.09   Indenture Carrying Charges; Survival.
Any amounts payable by HVF under Sections 3.05, 3.06, 3.07
or 3.08 shall constitute Carrying Charges within the meaning of the Base
Indenture and Indenture Carrying Charges within the meaning of Series 2005-3
Supplement. The agreements in Sections 3.05, 3.06, 3.07
and 3.08 shall survive the termination of this Amended and Restated Class A-1
Note Purchase Agreement, the Series 2005-3 Supplement and the Base
Indenture and the payment of all amounts payable hereunder and thereunder.


 


ARTICLE IV

OTHER PAYMENT TERMS


 


SECTION 4.01   Time and Method of Payment. All
amounts payable to any Funding Agent hereunder or with respect to the Class A-1
Notes shall be made to the applicable Funding Agent or upon the order of
the applicable Funding Agent by
wire transfer of immediately available funds in Dollars not later than 1:00 p.m.,
New York City time, on the date due. Any funds received after that time will be
deemed to have been received on the next Business Day. HVF’s obligations
hereunder in respect of any amounts payable to any Conduit Investor or
Committed Note Purchaser shall be discharged to the extent funds are disbursed
by HVF to the related Funding Agent as provided herein whether or not such
funds are properly applied by such Funding Agent.


 


18

















 


ARTICLE V


THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS


 


SECTION 5.01   Authorization and Action of the
Administrative Agent. Each of the Conduit Investors, the Committed Note
Purchasers and the Funding Agents hereby designates and appoints Lehman
Commercial Paper Inc. as the Administrative Agent hereunder, and hereby
authorizes the Administrative Agent to take such actions as agent on their
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms of this Agreement together with such powers as are reasonably
incidental thereto. The Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary relationship
with any Conduit Investor, any Committed Note Purchaser or any Funding Agent,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities on the part of the Administrative Agent shall be read into
this Agreement or otherwise exist for the Administrative Agent. In performing
its functions and duties hereunder, the Administrative Agent shall act solely
as agent for the Conduit Investors, the Committed Note Purchasers and the
Funding Agents and does not assume nor shall it be deemed to have assumed any
obligation or relationship of trust or agency with or for HVF or any of its
successors or assigns. The Administrative Agent shall not be required to take
any action that exposes the Administrative Agent to personal liability or that
is contrary to this Agreement or Applicable Law. The appointment and authority
of the Administrative Agent hereunder shall terminate upon the indefeasible
payment in full of the Class A-1 Notes and all other amounts owed by HVF
hereunder to the Investor Groups (the “Aggregate Unpaids”).


 


SECTION 5.02   Delegation of Duties. The
Administrative Agent may execute any of its duties under this Agreement by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents
or attorneys-in-fact selected by it with reasonable care.


 


SECTION 5.03   Exculpatory Provisions. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be (a) liable for any action lawfully taken or omitted to be taken
by it or them under or in connection with this Agreement (except for its, their
or such Person’s own gross negligence or willful misconduct), or (b) responsible
in any manner to any Conduit Investor, any Committed Note Purchaser or any
Funding Agent for any recitals, statements, representations or warranties made
by HVF contained in this Agreement or in any certificate, report, statement or
other document referred to or provided for in, or received under or in
connection with, this Agreement for the due execution, legality, value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other document furnished in connection herewith, or for any
failure of HVF to perform its obligations hereunder, or for the
satisfaction of any condition specified in Article VII. The
Administrative Agent shall not be under any obligation to any Conduit Investor,
any Committed Note Purchaser or any Funding Agent to ascertain or to inquire as
to the observance or performance of any of the agreements or covenants
contained in, or conditions of, this Agreement, or to inspect the properties,
books or records of HVF. The 


 


19

















 


Administrative Agent
shall not be deemed to have knowledge of any Amortization Event, Potential
Amortization Event, Liquidation Event of Default or Limited Liquidation Event
of Default unless the Administrative Agent has received notice from HVF, any
Conduit Investor, any Committed Note Purchaser or any Funding Agent.


 


SECTION 5.04   Reliance. The Administrative Agent
shall in all cases be entitled to rely, and shall be fully protected in relying,
upon any document or conversation believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, without limitation, counsel
to HVF), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall in all cases be fully
justified in failing or refusing to take any action under this Agreement or any
other document furnished in connection herewith unless it shall first receive
such advice or concurrence of any Conduit Investor, any Committed Note
Purchaser or any Funding Agent as it deems appropriate or it shall first be
indemnified to its satisfaction by any Conduit Investor, any Committed Note
Purchaser or any Funding Agent, provided that unless and until the
Administrative Agent shall have received such advice, the Administrative Agent may take
or refrain from taking any action, as the Administrative Agent shall deem
advisable and in the best interests of the Conduit Investors, the Committed
Note Purchasers and the Funding Agents. The Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, in accordance
with a request of the Required Noteholders and such request and any action
taken or failure to act pursuant thereto shall be binding upon the Conduit
Investors, the Committed Note Purchasers and the Funding Agents.


 


SECTION 5.05   Non-Reliance on the Administrative Agent
and Other Purchasers. Each of the Conduit Investors, the Committed Note
Purchasers and the Funding Agents expressly acknowledge that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representations or warranties to
it and that no act by the Administrative Agent hereafter taken, including,
without limitation, any review of the affairs of HVF, shall be deemed to
constitute any representation or warranty by the Administrative Agent. Each of
the Conduit Investors, the Committed Note Purchasers and the Funding Agents
represent and warrant to the Administrative Agent that they have and will,
independently and without reliance upon the Administrative Agent and based on
such documents and information as they have deemed appropriate, made their own
appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of HVF and made
its own decision to enter into this Agreement.


 


SECTION 5.06   The Administrative Agent in its
Individual Capacity. The Administrative Agent and any of its Affiliates may make
loans to, accept deposits from, and generally engage in any kind of business
with HVF or any Affiliate of HVF as though the Administrative Agent were not
the Administrative Agent hereunder.


 


SECTION 5.07   Successor Administrative Agent. The
Administrative Agent may, upon 30 days notice to HVF and each of the Conduit
Investors, the Committed Note Purchasers and the Funding Agents, and the
Administrative Agent will, 


 


20

















 


upon the direction of
Investor Groups holding more than 75% of the Class A-1 Principal Amount,
resign as Administrative Agent. If the Administrative Agent shall resign, then
the Investor Groups, during such 30-day period, shall appoint an Affiliate of a
member of the Investor Groups as a successor agent. If for any reason no
successor Administrative Agent is appointed by the Investor Groups during such
30-day period, then effective upon the expiration of such 30-day period, HVF
shall make all payments in respect of the Aggregate Unpaids or under any fee
letter delivered in connection herewith directly to the Funding Agents and for
all purposes shall deal directly with the Funding Agents. After any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the
provisions of Section 9.05 and this Article V shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was the Administrative Agent under this Agreement.


 


SECTION 5.08   Authorization and Action of Funding
Agents. Each Conduit Investor and each Committed Note Purchaser is hereby
deemed to have designated and appointed the Funding Agent set forth next to
such Conduit Investor’s name, or if there is no Conduit Investor with respect
to any Investor Group, the Committed Note Purchaser’s name with respect to such
Investor Group, on Schedule I hereto as the agent of such Person
hereunder, and hereby authorizes such Funding Agent to take such actions as agent
on its behalf and to exercise such powers as are delegated to such Funding
Agent by the terms of this Agreement together with such powers as are
reasonably incidental thereto. Each Funding Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with the related Investor Group, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities on the part of
such Funding Agent shall be read into this Agreement or otherwise exist for
such Funding Agent. In performing its functions and duties hereunder, each
Funding Agent shall act solely as agent for the related Investor Group and does
not assume nor shall it be deemed to have assumed any obligation or
relationship of trust or agency with or for HVF or any of its successors or
assigns. Each Funding Agent shall not be required to take any action that
exposes such Funding Agent to personal liability or that is contrary to this
Agreement or Applicable Law. The appointment and authority of the Funding Agent
hereunder shall terminate upon the indefeasible payment in full of the
Aggregate Unpaids.


 


SECTION 5.09   Delegation of Duties. Each Funding
Agent may execute any of its duties under this Agreement by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Each Funding Agent shall not
be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.


 


SECTION 5.10   Exculpatory Provisions. Each Funding
Agent and any of its directors, officers, agents or employees shall not be (a) liable
for any action lawfully taken or omitted to be taken by it or them under or in
connection with this Agreement (except for its, their or such Person’s own
gross negligence or willful misconduct), or (b) responsible in any manner
to the related Investor Group for any recitals, statements, representations or
warranties made by HVF contained in this Agreement or in any certificate,
report, statement or other document referred to or provided for in, or received


 


21

















 


under or in connection
with, this Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other document furnished
in connection herewith, or for any failure of HVF to perform its
obligations hereunder, or for the satisfaction of any condition specified in Article VII.
Each Funding Agent shall not be under any obligation to the related Investor
Group to ascertain or to inquire as to the observance or performance of any of
the agreements or covenants contained in, or conditions of, this Agreement, or
to inspect the properties, books or records of HVF. Each Funding Agent shall
not be deemed to have knowledge of any Amortization Event, Potential
Amortization Event, Liquidation Event of Default or Limited Liquidation Event
of Default unless such Funding Agent has received notice from HVF or the
related Investor Group.


 


SECTION 5.11   Reliance. Each Funding Agent shall in
all cases be entitled to rely, and shall be fully protected in relying, upon
any document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of the Administrative Agent and legal counsel (including,
without limitation, counsel to HVF), independent accountants and other experts
selected by such Funding Agent. Each Funding Agent shall in all cases be fully
justified in failing or refusing to take any action under this Agreement or any
other document furnished in connection herewith unless it shall first receive
such advice or concurrence of the related Investor Group as it deems appropriate
or it shall first be indemnified to its satisfaction by the related Investor
Group, provided that unless and until such Funding Agent shall have
received such advice, such Funding Agent may take or refrain from taking
any action, as such Funding Agent shall deem advisable and in the best
interests of the related Investor Group. Each Funding Agent shall in all cases
be fully protected in acting, or in refraining from acting, in accordance with
a request of the related Investor Group and such request and any action taken
or failure to act pursuant thereto shall be binding upon the related Investor
Group.


 


SECTION 5.12   Non-Reliance on the Funding Agent and
Other Purchasers. The related Investor Group expressly acknowledges that
its Funding Agent and any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates has not made any representations or warranties
to it and that no act by such Funding Agent hereafter taken, including, without
limitation, any review of the affairs of HVF, shall be deemed to constitute any
representation or warranty by such Funding Agent. The related Investor Group
represents and warrants to such Funding Agent that it has and will,
independently and without reliance upon such Funding Agent and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, prospects,
financial and other conditions and creditworthiness of HVF and made its own
decision to enter into this Agreement.


 


SECTION 5.13   The Funding Agent in its Individual
Capacity. Each Funding Agent and any of its Affiliates may make loans
to, accept deposits from, and generally engage in any kind of business with HVF
or any Affiliate of HVF as though such Funding Agent were not a Funding Agent
hereunder.


 


22

















 


SECTION 5.14   Successor Funding Agent. Each Funding
Agent will, upon the direction of the related Investor Group, resign as such
Funding Agent. If such Funding Agent shall resign, then the related Investor
Group shall appoint an Affiliate of a member of the related Investor Group as a
successor agent. If for any reason no successor Funding Agent is appointed by
the related Investor Group, then effective upon the resignation of such Funding
Agent, HVF shall make all payments in respect of the Aggregate Unpaids due to
such Investor Group or under any fee letter delivered in connection herewith
directly to such Investor Group and for all purposes shall deal directly with
such Investor Group. After any retiring Funding Agent’s resignation hereunder
as Funding Agent, subject to the limitations set forth herein, the provisions
of Section 9.05 and this Article V shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Funding Agent under this Agreement.


 


ARTICLE VI

REPRESENTATIONS AND WARRANTIES


 


SECTION 6.01   HVF. HVF represents and warrants to
each Conduit Investor and each Committed Note Purchaser that each of its
representations and warranties in the Base Indenture, and the other Related
Documents is true and correct and further represents and warrants to such
parties that:


 


(a)                                  no
Amortization Event, Liquidation Event of Default or Limited Liquidation Event
of Default, or event which, with the giving of notice or the passage of time or
both would constitute any of the foregoing, has occurred and is continuing;


 


(b)                                 assuming
each Conduit Investor or other purchaser of the Class A-1 Notes hereunder
is not purchasing with a view toward further distribution and there has been no
general solicitation or general advertising within the meaning of the
Securities Act, and further assuming that the representations and warranties of
each Conduit Investor set forth in Section 6.03 of this Agreement
are true and correct, the offer and sale of the Class A-1 Notes in the
manner contemplated by this Agreement is a transaction exempt from the
registration requirements of the Securities Act, and the Base Indenture is not
required to be qualified under the Trust Indenture Act; and


 


(c)                                  HVF
has furnished to the Administrative Agent true, accurate and complete copies of
all other Related Documents (excluding Series Supplements and other
Related Documents relating solely to a Series of Notes other than the Series 2005-3
Notes) to which it is a party as of the Series 2005-3 Closing Date, all of
which Related Documents are in full force and effect as of the Series 2005-3
Closing Date and no terms of any such agreements or documents have been
amended, modified or otherwise waived as of such date, other than such
amendments, modifications or waivers about which HVF has informed each Funding
Agent.


 


23

















 


SECTION 6.02   Administrator. The Administrator
represents and warrants to each Conduit Investor and each Committed Note
Purchaser that:


 


(a)                                  each
representation and warranty made by it in each Related Document (other than a
Related Document relating solely to a Series of Notes other than the Series 2005-3
Notes) to which it is a party (including any representations and warranties
made by it as Administrator) is true and correct in all material respects as of
the date originally made, as of the date hereof and as of the Series 2005-3
Closing Date (unless stated to relate solely to an earlier date, in which case
such representations and warranties shall be true and correct as of such
earlier date);


 


(b)                                 (i) the
audited consolidated balance sheet of The Hertz Corporation and its
Consolidated Subsidiaries as of December 31, 2004 and the related
statements of income, stockholders equity and cash flows for the year ending on
such date and (ii) the unaudited condensed consolidated balance sheet of
The Hertz Corporation and its Consolidated Subsidiaries as of September 30,
2005 and the related statements of income, stockholders equity and cash flows
for the nine months ending on such date (including in each case the schedules
and notes thereto) (the “Financial Statements”), have been prepared in
accordance with GAAP and present fairly the financial position of The Hertz
Corporation and its Consolidated Subsidiaries as of the date thereof and the
results of their operations and their cash flows for the periods covered
thereby.


 


SECTION 6.03   Conduit Investors. Each of the Conduit
Investors and each of the Committed Note Purchasers represents and warrants to
HVF and the Administrator, as of the date hereof (or as of a subsequent date on
which a successor or assign of a Conduit Investor or a Committed Note Purchaser
shall become a party hereto), that:


 


(a)                                  it
has had an opportunity to discuss HVF’s and the Administrator’s business,
management and financial affairs, and the terms and conditions of the proposed
purchase, with HVF and the Administrator and their respective representatives;


 


(b)                                 it
is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act and has sufficient knowledge
and experience in financial and business matters to be capable of evaluating
the merits and risks of investing in, and is able and prepared to bear the
economic risk of investing in, the Class A-1 Notes;


 


(c)                                  it
is purchasing the Class A-1 Notes for its own account, or for the account
of one or more “accredited investors” within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act that meet
the criteria described in subsection (b) and for which it is
acting with complete investment discretion, for investment purposes only and
not with a view to 


 


24

















 


distribution,
subject, nevertheless, to the understanding that the disposition of its
property shall at all times be and remain within its control;


 


(d)                                 it
understands that the Class A-1 Notes have not been and will not be
registered or qualified under the Securities Act or any applicable state
securities laws or the securities laws of any other jurisdiction and is being
offered only in a transaction not involving any public offering within the
meaning of the Securities Act and may not be resold or otherwise
transferred unless so registered or qualified or unless an exemption from
registration or qualification is available, that HVF is not required to
register the Class A-1 Notes, and that any transfer must comply with provisions
of Section 2.8 of the Base Indenture;


 


(e)                                  it
understands that the Class A-1 Notes will bear the legend set out in the form of
Class A-1 Notes attached as Exhibit A to the Series 2005-3
Supplement and be subject to the restrictions on transfer described in such
legend;


 


(f)                                    it
will comply with all applicable federal and state securities laws in connection
with any subsequent resale of the Class A-1 Notes;


 


(g)                                 it
understands that the Class A-1 Notes may be offered, resold, pledged
or otherwise transferred only with HVF’s prior written consent, which consent
shall not be unreasonably withheld, and only (A) to HVF, (B) in a
transaction meeting the requirements of Rule 144A under the Securities
Act, (C) outside the United States to a foreign person in a transaction
meeting the requirements of Regulation S under the Securities Act, or (D) in
a transaction complying with or exempt from the registration requirements of
the Securities Act and in accordance with any applicable securities laws of any
state of the United States or any other jurisdiction; notwithstanding the
foregoing, it is hereby understood and agreed by HVF that the Class A-1
Notes will be pledged by each Conduit Investor pursuant to its related
commercial paper program documents, and the Class A-1 Notes, or interests
therein, may be sold, transferred or pledged to its related Committed Note
Purchaser or any Program Support Provider or any affiliate of its related
Committed Note Purchaser or any Program Support Provider or, any commercial
paper conduit administered by its related Committed Note Purchaser or any
Program Support Provider or any affiliate of its related Committed Note
Purchaser or any Program Support Provider;


 


(h)                                 if
it desires to offer, sell or otherwise transfer, pledge or hypothecate the Class A-1
Notes as described in clause (B) or (D) of Section 6.03(g),
and such sale, transfer or pledge does not fall within the “notwithstanding the
foregoing” provision of Section 6.03(g), the transferee of the Class A-1
Notes will be required to deliver a certificate, as described in the Series 2005-3
Supplement, that an exemption from the registration requirements of the
Securities Act applies to such offer, sale, transfer or hypothecation. Upon
original issuance thereof, and until such time as the same may no longer
be required under the applicable requirements of the Securities Act, the
certificate evidencing the Class A-1 Notes (and all securities issued in
exchange therefor or substitution 


 


25

















 


thereof) shall bear a legend substantially in the form set
forth in the Class A-1 Notes included as an exhibit to the Series 2005-3
Supplement. Each Conduit Investor understands that the registrar and transfer
agent for the Class A-1 Notes will not be required to accept for
registration of transfer the Class A-1 Notes acquired by it, except upon
presentation of an executed letter in the form required by the Series 2005-3
Supplement; and


 


(i)                                     it
will obtain from any purchaser of the Class A-1 Notes substantially the
same representations and warranties contained in the foregoing paragraphs.


 


ARTICLE VII

CONDITIONS


 


SECTION 7.01   Conditions to Issuance. Each Conduit
Investor had no obligation to purchase the Class A-1 Notes hereunder on
the Series 2005-3 Closing Date unless:


 


(a)                                  the
Base Indenture and the Series 2005-3 Supplement shall be in full force and
effect;


 


(b)                                 the
Insurance Policy shall have been executed and delivered to the Trustee and
shall be in full force and effect;


 


(c)                                  on
the Series 2005-3 Closing Date, each Conduit Investor, or if there is no
Conduit Investor with respect to any Investor Group, the Committed Note
Purchaser with respect to such Investor Group, shall have received a letter, in
form and substance reasonably satisfactory to it, from each of Moody’s,
S&P and Fitch stating that a long-term rating of “Aaa” (in the case of
Moody’s) and “AAA” (in the case of S&P and Fitch) has been assigned to the Class A-1
Notes;


 


(d)                                 each
Conduit Investor and each Committed Note Purchaser shall have received opinions
of counsel from Cravath, Swaine & Moore LLP, or other counsel
acceptable to the Conduit Investors and the Committed Note Purchasers, with
respect to such matters as any such Conduit Investor or Committed Note
Purchaser shall reasonably request (including, without limitation, regarding
non-consolidation, true lease, true-sale and UCC security interest matters, tax
and no-conflicts);


 


(e)                                  at
the time of such issuance, all conditions to the issuance of the Class A-1
Notes under the Series 2005-3 Supplement and under Section 2.2 of the
Base Indenture shall have been satisfied or waived.


 


SECTION 7.02   Conditions to Initial Borrowing. The
obligation of the Conduit Investors, or if there is no Conduit Investor with
respect to any Investor Group, the Committed Note Purchaser with respect to
such Investor Group, to fund the initial Borrowing hereunder shall be subject
to the satisfaction of the conditions precedent that each Funding Agent shall
have received a duly executed and authenticated Class A-1 


 


26

















 


Note registered in its
name or in such other name as shall have been directed by the applicable
Committed Note Purchaser and stating that the principal amount thereof shall
not exceed the Maximum Investor Group Principal Amount of such Funding Agent’s
Investor Group and HVF shall have paid all fees required to be paid by it on
the Series 2005-3 Closing Date, including all fees required hereunder.


 


SECTION 7.03   Conditions to Each Borrowing. The election
of each Conduit Investor to fund, and the obligation of each Committed Note
Purchaser to fund, any Borrowing on any day (including the initial Borrowing)
shall be subject to the conditions precedent that on the date of the Borrowing,
before and after giving effect thereto and to the application of any proceeds
therefrom, the following statements shall be true:


 


(a)                                  (i) the
representations and warranties of HVF set out in this Agreement (with the
exception of Section 6.01(b), which shall have been true and
accurate in all respects on the Series 2005-3 Closing Date), (ii) the
representations and warranties of the Administrator set out in this Agreement
(with the exception of Section 6.02(a), which shall have been true
and accurate on the dates specified therein), and (iii) the
representations and warranties of HVF and the Administrator set out in the Base
Indenture and the other Related Documents (other than Series Supplements
and Related Documents relating solely to a Series of Notes other than the Series 2005-3
Notes) to which each is a party, in each such case, shall be true and accurate
as of the date of the Borrowing with the same effect as though made on that
date (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier
date);


 


(b)                                 the
Series 2005-3 Rapid Amortization Period has not commenced;


 


(c)                                  (i) HVF
shall have requested advances under its Class A-2 Note on such date in a
principal amount such that, after giving effect to the Borrowings made
hereunder, the advances requested under the Class A-2 Notes and the Class A-1
Notes are made ratably among the Class A-2 Notes and the Class A-1
Notes and (ii)  HVF shall have requested advances under its Series 2005-4
Note on such date in a principal amount such that, after giving effect to the
Borrowings made hereunder and the borrowings made under the Class A-2
Notes, the advances requested under the Series 2005-4 Notes and the Class A
Notes are made ratably among the Series 2005-4 Notes and the Class A
Notes;


 


(d)                                 the
related Funding Agent shall have received the Monthly Noteholders’ Statement
for the Class A-1 Notes for the Related Month immediately preceding the
date of such Borrowing and an executed advance request in the form of Exhibit A
hereto (each such request, an “Advance Request”) certifying as to the
current Aggregate Asset Amount, Class A Enhancement Amount and Class B
Enhancement Amount; and


 


27

















 


(e)                                  all
conditions to such Borrowing specified in Section 2.02(a) of
this Agreement shall have been satisfied.


 


The giving of any notice pursuant to Section 2.03
shall constitute a representation and warranty by HVF and the Administrator
that all conditions precedent to such Borrowing have been satisfied.


 


ARTICLE VIII

COVENANTS


 


SECTION 8.01   Covenants. HVF and the Administrator
each severally covenants and agrees that, until the Class A-1 Notes have
been paid in full and the Term has expired, it will:


 


(a)                                  duly
and timely perform all of its covenants (both affirmative and negative)
and obligations under each Related Document to which it is a party;


 


(b)                                 not,
except as contemplated by Section 3.2(a) of the Base Indenture or
clauses (iii) through (viii) of Section 12.1(a) of the Base
Indenture, amend, modify, waive or give any approval, consent or permission
under, any provision of the Base Indenture or any other Related Document to
which it is a party unless any such amendment, modification, waiver or other
action is in writing and made in accordance with the terms of the Base
Indenture or such other Related Document, as applicable;


 


(c)                                  at
the same time any report, notice or other document is provided to the Rating
Agencies, the Insurer and/or the Trustee, or caused to be provided, by HVF or
the Administrator under the Base Indenture (including, without limitation,
under Sections 8.8, 8.9 and/or 8.12 thereof), or under the Series 2005-3
Supplement or this Agreement, provide the Administrative Agent (who shall
provide a copy thereof to the Committed Note Purchasers and the Conduit
Investors) with a copy of such report, notice or other document; provided,
however, that neither the Administrator nor HVF shall have any
obligation under this Section 8.01(c) to deliver to the
Administrative Agent copies of any Monthly Noteholders’ Statements which relate
solely to a Series of Notes other than the Series 2005-3 Notes;


 


(d)                                 at
any time and from time to time, following reasonable prior notice from the
Administrative Agent, and during regular business hours, permit such
Administrative Agent or any Funding Agent, or its respective agents,
representatives or permitted assigns, access to the offices of, the
Administrator, Hertz, HVF, the Intermediary and the Nominee, as applicable, (i) to
examine and make copies of and abstracts from all documentation relating to the
Series 2005-3 Collateral on the same terms as are provided to the Trustee
under Section 8.6 of the Base Indenture, and (ii) to visit the
offices and properties of, the Administrator, Hertz, HVF, the Intermediary and
the Nominee for the purpose of examining such materials described in clause (i) above,
and to discuss matters 


 


28

















 


relating to the Series 2005-3 Collateral, or the
administration and performance of the Base Indenture, the Series 2005-3
Supplement and the other Related Documents with any of the officers or
employees of, the Administrator, Hertz, HVF, the Intermediary and/or the
Nominee, as applicable, having knowledge of such matters;


 


(e)                                  not
permit any part of the proceeds of any Advance to be (x) used to purchase
or carry any Margin Stock or (y) loaned to others for the purpose of purchasing
or carrying any Margin Stock;


 


(f)                                    not
permit any amounts owed with respect to
the Class A-1 Notes will be
secured, directly or indirectly, by any Margin Stock;


 


(g)                                 promptly provide such additional financial
and other information with respect to the Related Documents (other than Series Supplements
and Related Documents relating solely to a Series of Notes other than the Series 2005-3
Notes), HVF, Hertz, the Intermediary or the Manufacturer Programs as the
Administrative Agent may from time to time reasonably request;


 


(h)                                 during
the Series 2005-3 Rapid Amortization Period, use all amounts allocated to
and available for distribution from each excess collection account in respect
of each Series of Notes (other than in respect of each Series of
Notes other than the Series 2005-3 Notes and the Series 2005-4 Notes)
to decrease the Class A-1 Principal Amount, the Class A-2 Principal
Amount and the Series 2005-4 Class A Principal Amount; and


 


(i)                                     deliver
to each Funding Agent within 120 days after the end of each fiscal year of HVF,
the financial statements prepared pursuant to Section 8.24(d) of the
Base Indenture.


 


ARTICLE IX

MISCELLANEOUS PROVISIONS


 


SECTION 9.01   Amendments. No amendment to or waiver
of any provision of this Agreement, nor consent to any departure by the
Administrator or HVF, shall in any event be effective unless the same shall be
in writing and signed by the Administrator, HVF, the Administrative Agent, each
Conduit Investor and each Committed Note Purchaser, and in the case of any
material amendments, receipt of written confirmation from each rating agency
then rating the Class A-1 Commercial Paper that such amendment will not
result in the reduction or withdrawal of the then current ratings in respect of
the Class A-1 Commercial Paper; provided, however, that,
subject to any provision of the Base Indenture or the Series 2005-3
Supplement requiring the consent of each affected Noteholder or of a higher
percentage of Noteholders, any amendment that does not adversely affect in any
material respect the interests of the Conduit Investors or the Committed Note
Purchasers shall only require (i) the consent of the Conduit Investors and
Committed Note Purchasers holding more than 50% of the Class A-1 Notes and
the Commitment, respectively, and (ii) receipt of 


 


29

















 


written confirmation from
each rating agency then rating the Class A-1 Commercial Paper that such
amendment will not result in the reduction or withdrawal of the then current
ratings in respect of the Class A-1 Commercial Paper.


 


SECTION 9.02   No Waiver; Remedies. Any waiver,
consent or approval given by any party hereto shall be effective only in the
specific instance and for the specific purpose for which given, and no waiver
by a party of any breach or default under this Agreement shall be deemed a
waiver of any other breach or default. No failure on the part of any party
hereto to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder, or any abandonment or discontinuation of steps to enforce the
right, power or privilege, preclude any other or further exercise thereof or
the exercise of any other right. No notice to or demand on any party hereto in
any case shall entitle such party to any other or further notice or demand in
the same, similar or other circumstances. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.


 


SECTION 9.03   Binding on Successors and Assigns. This
Agreement shall be binding upon, and inure to the benefit of, HVF, the
Administrator, the Committed Note Purchasers, the Conduit Investors, the
Administrative Agent and their respective successors and assigns; provided,
however, that neither HVF nor the Administrator may assign its
rights or obligations hereunder or in connection herewith or any interest
herein (voluntarily, by operation of law or otherwise) without the prior
written consent of each Committed Note Purchaser and each Conduit Investor; provided,
that nothing herein shall prevent HVF from assigning its rights to the Trustee
under the Base Indenture and the Series 2005-3 Supplement; provided,
further, that none of the Conduit Investors or the Committed Note
Purchasers may transfer, pledge, assign, sell participations in or
otherwise encumber its rights or obligations hereunder or in connection
herewith or any interest herein except as permitted under Section 6.03(g),
Section 9.17 and this Section 9.03. Nothing expressed
herein is intended or shall be construed to give any Person other than the Persons
referred to in the preceding sentence any legal or equitable right, remedy or
claim under or in respect of this Agreement.


 


(a)                                  Notwithstanding
any other provision set forth in this Agreement, each Conduit Investor, or if
there is no Conduit Investor with respect to any Investor Group, the Committed
Note Purchaser with respect to such Investor Group, may at any time grant
to one or more Program Support Providers a participating interest in or lien on
such Conduit Investor’s, or if there is no Conduit Investor with respect to any
Investor Group, the related Committed Note Purchaser’s, interests in the
Advances made hereunder and such Program Support Provider, with respect to its
participating interest, shall be entitled to the benefits granted to such Conduit
Investor or Committed Note Purchaser, as applicable, under this Agreement.


 


(b)                                 Each
Conduit Investor may at any time assign its rights in the Class A-1
Notes (and its rights hereunder and under the Related Documents) to its related
Committed Note Purchaser. Furthermore, each Conduit Investor may at any
time grant a security interest in and lien on, all or any portion of its
interests under this Agreement, its


 


30

















 


Class A-1 Note and
all Related Documents to (i) its related Committed Note Purchaser, (ii) its
Funding Agent, (iii) any Program Support Provider who, at any time now or
in the future, provides program liquidity or credit enhancement, including
without limitation, an insurance policy for such Conduit Investor relating to
the Class A-1 Commercial Paper or the Class A-1 Notes, (iv) any
other Person who, at any time now or in the future, provides liquidity or
credit enhancement for the Conduit Investors, including without limitation, an
insurance policy relating to the Class A-1 Commercial Paper or the Class A-1
Notes or (v) any collateral trustee or collateral agent for any of the
foregoing; provided, however, any such security interest or lien
shall be released upon assignment of its Class A-1 Note to its related
Committed Note Purchaser. Each Committed Note Purchaser may assign its
Commitment, or all or any portion of its interest under its Class A-1
Note, this Agreement and the Related Documents to any Person with the prior
written consent of HVF and the Administrative Agent, in each case such consent
not to be unreasonably withheld. Notwithstanding any other provisions set forth
in this Agreement, each Committed Note Purchaser may at any time create a
security interest in all or any portion of its rights under this Agreement, its
Class A-1 Note and the Related Documents in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System or any similar foreign entity.


 


SECTION 9.04    Survival
of Agreement. All covenants, agreements, representations and warranties
made herein and in the Class A-1 Notes delivered pursuant hereto shall
survive the making and the repayment of the Advances and the execution and
delivery of this Agreement and the Class A-1 Notes and shall continue in
full force and effect until all interest on and principal of the Class A-1
Notes and all other amounts owed to the Conduit Investors, the Committed Note
Purchasers, the Funding Agents and the Administrative Agent hereunder and under
the Series 2005-3 Supplement have been paid in full and the commitment of
the Committed Note Purchasers hereunder has been terminated. In addition, the
obligations of HVF, the Committed Note Purchasers and the Conduit Investors
under Sections  3.03, 3.04, 3.05, 3.06, 3.07,
3.08, 9.05, 9.10(b) and 9.11 shall survive the
termination of this Agreement.


 


SECTION 9.05   Payment of Costs and Expenses;
Indemnification.  (a)  Payment of Costs and Expenses.
HVF agrees to pay on demand all reasonable expenses of the Administrative
Agent, each Funding Agent, each Conduit Investor and each Committed Note
Purchaser (including the reasonable fees and out-of-pocket expenses of counsel
to each Conduit Investor and each Committed Note Purchaser, if any, as well as
the fees and expenses of the Rating Agencies providing a rating in respect of
any Class A-1 Commercial Paper) in connection with


 


(i)                                     the
negotiation, preparation, execution, delivery and administration of this
Agreement and of each other Related Document, including schedules and exhibits,
and any amendments, waivers, consents, supplements or other modifications to
this Agreement or any other Related Document as may from time to time
hereafter be proposed, whether or not the transactions contemplated hereby or
thereby are consummated, and


 


31

















 


(ii)                                  the
consummation of the transactions contemplated by this Agreement and the other
Related Documents.


 


HVF further agrees to pay, and to save the
Administrative Agent, each Funding Agent, each Conduit Investor and each
Committed Note Purchaser harmless from all liability for (i) any breach by
HVF of its obligations under this Agreement, (ii) all reasonable costs
incurred by the Administrative Agent, such Funding Agent, such Conduit Investor
or such Committed Note Purchaser in enforcing this Agreement and (iii) any
stamp, documentary or other taxes which may be payable in connection with
the execution or delivery of this Agreement, any Borrowing hereunder, or the
issuance of the Class A-1 Notes or any other Related Documents. HVF also
agrees to reimburse the Administrative Agent, such Funding Agent, such Conduit
Investor and such Committed Note Purchaser upon demand for all reasonable
out-of-pocket expenses incurred by the Administrative Agent, such Funding
Agent, such Conduit Investor and such Committed Note Purchaser in connection
with (x) the negotiation of any restructuring or “work-out”, whether or
not consummated, of the Related Documents and (y) the enforcement of, or
any waiver or amendment requested under or with respect to, this Agreement or
any other of the Related Documents.


 


Without limiting
the foregoing, HVF shall have no obligation to reimburse any Committed Note
Purchaser and/or Conduit Investor for any of the fees and/or expenses incurred
by such Committed Note Purchaser and/or Conduit Investor with respect to its
sale or assignment of all or any part of its respective rights and
obligations under this Agreement and the Class A-1 Notes pursuant to Section 9.17;
provided, however, that HVF shall reimburse each Committed Note
Purchaser and/or Conduit Investor who purchased Class A-1 Notes on the Series 2005-3
Closing Date for its reasonable
legal and administrative fees and expenses (excluding any fees and/or expenses
payable to the Rating Agencies) that were incurred by such Committed
Note Purchaser or Conduit Investor in connection with its assignment and/or
sale of its rights under this Agreement and such Class A-1 Notes within
180 days of the Series 2005-3 Closing Date.


 


(b)                                 Indemnification.
In consideration of the execution and delivery of this Agreement by the Conduit
Investors and the Committed Note Purchasers, HVF hereby indemnifies and holds
each Conduit Investor and each Committed Note Purchaser and each of their
officers, directors, employees and agents (collectively, the “Indemnified
Parties”) harmless from and against any and all actions, causes of action,
suits, losses, costs, liabilities and damages, and reasonable expenses incurred
in connection therewith (irrespective of whether any such Indemnified Party is
a party to the action for which indemnification hereunder is sought and
including, without limitation, any liability in connection with the offering
and sale of the Class A-1 Notes), including reasonable attorneys’ fees and
disbursements (collectively, the “Indemnified Liabilities”), incurred by
the Indemnified Parties or any of them (whether in prosecuting or defending
against such actions, suits or claims) to the extent resulting from, or arising
out of, or relating to


 


(i)                                     any
transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Advance; or


 


32

















 


(ii)                                  the
entering into and performance of this Agreement and any other Related Document
by any of the Indemnified Parties,


 


except for any such Indemnified Liabilities arising
for the account of a particular Indemnified Party by reason of the relevant
Indemnified Party’s gross negligence or willful misconduct. If and to the
extent that the foregoing undertaking may be unenforceable for any reason,
HVF hereby agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law. The indemnity set forth in this Section 9.05(b) shall
in no event include indemnification for any taxes (which indemnification is
provided in Section 3.08). HVF shall give notice to the Rating
Agencies of any claim for Indemnified Liabilities made under this Section.


 


(c)                                  Indemnification
of the Administrative Agent and each Funding Agent. (i) In
consideration of the execution and delivery of this Agreement by the
Administrative Agent and each Funding Agent, HVF hereby indemnifies and holds
the Administrative Agent and each Funding Agent and each of their officers,
directors, employees and agents (collectively, the “Agent Indemnified
Parties”) harmless from and against any and all actions, causes of action,
suits, losses, costs, liabilities and damages, and reasonable expenses incurred
in connection therewith (irrespective of whether any such Agent Indemnified
Party is a party to the action for which indemnification hereunder is sought
and including, without limitation, any liability in connection with the
offering and sale of the Class A-1 Notes), including reasonable attorneys’
fees and disbursements (collectively, the “Agent Indemnified Liabilities”),
incurred by the Agent Indemnified Parties or any of them (whether in
prosecuting or defending against such actions, suits or claims) to the extent
resulting from, or arising out of, or relating to the entering into and
performance of this Agreement and any other Related Document by any of the
Agent Indemnified Parties, except for any such Agent Indemnified Liabilities
arising for the account of a particular Agent Indemnified Party by reason of
the relevant Agent Indemnified Party’s gross negligence or willful misconduct. If
and to the extent that the foregoing undertaking may be unenforceable for
any reason, HVF hereby agrees to make the maximum contribution to the payment
and satisfaction of each of the Agent Indemnified Liabilities which is
permissible under applicable law. The indemnity set forth in this Section 9.05(c)(i) shall
in no event include indemnification for any taxes (which indemnification is
provided in Section 3.08). HVF shall give notice to the Rating
Agencies of any claim for Agent Indemnified Liabilities made under this
section.


 


(ii)                                  In
consideration of the execution and delivery of this Agreement by the
Administrative Agent, each Funding Agent and each Committed Note Purchaser,
ratably according to its respective Commitment, hereby indemnifies and holds
the Administrative Agent and each of its officers, directors, employees and agents
(collectively, the “Administrative Agent Indemnified Parties”) and each
Funding Agent and each of its officers, directors, employees and agents
(collectively, the “Funding Agent Indemnified Parties”, and together
with the Administrative Agent Indemnified Parties, the “Agent Indemnified
Parties”) harmless from and against any and all actions, causes of action,
suits, losses, costs, liabilities and damages, and reasonable expenses incurred
in connection therewith (solely to the extent not reimbursed by or on behalf of



 


33

















 


HVF) (irrespective of
whether any such Agent Indemnified Party is a party to the action for which
indemnification hereunder is sought and including, without limitation, any
liability in connection with the offering and sale of the Class A-1
Notes), including reasonable attorneys’ fees and disbursements (collectively,
the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified
Parties or any of them (whether in prosecuting or defending against such
actions, suits or claims) to the extent resulting from, or arising out of, or
relating to the entering into and performance of this Agreement and any other
Related Document by any of the Agent Indemnified Parties, except for any such Agent
Indemnified Liabilities arising for the account of a particular Agent
Indemnified Party by reason of the relevant Agent Indemnified Party’s gross
negligence or willful misconduct. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, each Funding Agent and
each Committed Note Purchaser hereby agrees to make the maximum contribution to
the payment and satisfaction of each of the Agent Indemnified Liabilities which
is permissible under applicable law. The indemnity set forth in this Section 9.05(c)(ii) shall
in no event include indemnification for any taxes (which indemnification is
provided in Section 3.08). Each Committed Note Purchaser shall give
notice to the Rating Agencies of any claim for Agent Indemnified Liabilities
made under this section.


 


SECTION 9.06   Characterization as Related Document;
Entire Agreement. This Agreement shall be deemed to be a Related Document
for all purposes of the Base Indenture and the other Related Documents. This
Agreement, together with the Base Indenture, the Series 2005-3 Supplement,
the documents delivered pursuant to Section 7.01 and the other
Related Documents, including the exhibits and schedules thereto, contains a
final and complete integration of all prior expressions by the parties hereto
with respect to the subject matter hereof and shall constitute the entire
agreement among the parties hereto with respect to the subject matter hereof,
superseding all previous oral statements and other writings with respect
thereto.


 


SECTION 9.07   Notices. All notices, amendments,
waivers, consents and other communications provided to any party hereto under
this Agreement shall be in writing and addressed, delivered or transmitted to
such party at its address or facsimile number set forth below its signature
hereto or at such other address or facsimile number as may be designated
by such party in a notice to the other parties. Any notice, if mailed and
properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any notice, if
transmitted by facsimile, shall be deemed given when transmitted upon receipt
of electronic confirmation of transmission.


 


SECTION 9.08   Severability of Provisions. Any
covenant, provision, agreement or term of this Agreement that is prohibited or
is held to be void or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement.


 


SECTION 9.09   Tax Characterization. Each party to
this Agreement (a) acknowledges that it is the intent of the parties to
this Agreement that, for accounting 


 


34

















 


purposes and for all Federal,
state and local income and franchise tax purposes, the Class A-1 Notes
will be treated as evidence of indebtedness, (b) agrees to treat the Class A-1
Notes for all such purposes as indebtedness and (c) agrees that the
provisions of the Related Documents shall be construed to further these
intentions.


 


SECTION 9.10   No Proceedings; Limited Recourse. (a) 
HVF. Each of the parties hereto (other than HVF) hereby covenants and
agrees that, prior to the date which is one year and one day after the payment
in full of any Notes issued by HVF pursuant to the Base Indenture, it will not
institute against, or join with any other Person in instituting against, HVF,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any Federal or state bankruptcy or
similar law, all as more particularly set forth in Section 13.15 of the
Base Indenture and subject to any retained rights set forth therein; provided,
however, that nothing in this Section 9.10(a) shall constitute
a waiver of any right to indemnification, reimbursement or other payment from
HVF pursuant to this Agreement, the Series 2005-3 Supplement or the Base
Indenture. In the event that a Committed Note Purchaser (solely in its capacity
as such) or a Conduit Investor (solely in its capacity as such) takes action in
violation of this Section 9.10(a), HVF agrees that it shall file an
answer with the bankruptcy court or otherwise properly contest the filing of
such a petition by any such Person against HVF or the commencement of such
action and raise the defense that such Person has agreed in writing not to take
such action and should be estopped and precluded therefrom and such other
defenses, if any, as its counsel advises that it may assert. The
provisions of this Section 9.10(a) shall survive the
termination of this Agreement. Nothing contained herein shall preclude
participation by a Committed Note Purchaser or a Conduit Investor in assertion
or defense of its claims in any such proceeding involving HVF. The obligations
of HVF under this Agreement are solely the limited liability company
obligations of HVF. In addition, each of the parties hereto agrees that all
fees, expenses and other costs payable hereunder by HVF shall be payable only
to the extent set forth in Section 13.16 of the Base Indenture and that
all other amounts owed to them by HVF shall be payable solely from amounts that
become available for payment pursuant to the Base Indenture and the Series 2005-3
Supplement.


 


(b)                                 The
Conduit Investors. Each of the parties hereto (other than the Conduit
Investors) hereby covenants and agrees that it will not, prior to the date
which is one year and one day after the payment in full of the latest maturing Class A-1
Commercial Paper or other debt securities or instruments issued by a Conduit
Investor, institute against, or join with any other Person in instituting
against, such Conduit Investor, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any Federal
or state bankruptcy or similar law, subject to any retained rights set forth
therein; provided, however, that nothing in this Section 9.10(b) shall
constitute a waiver of any right to indemnification, reimbursement or other
payment from such Conduit Investor pursuant to this Agreement, the Series 2005-3
Supplement or the Base Indenture. In the event that HVF, the Administrator, a
Committed Note Purchaser (solely in its capacity as such) or Hertz takes action
in violation of this Section 9.10(b), such related Conduit Investor
may file an answer with the bankruptcy court or otherwise properly contest
the filing of such a petition by any such Person against such Conduit Investor
or the commencement of such action and raise 


 


35

















 


the defense that such
Person has agreed in writing not to take such action and should be estopped and
precluded therefrom and such other defenses, if any, as its counsel advises
that it may assert. The provisions of this Section 9.10(b) shall
survive the termination of this Agreement. Nothing contained herein shall
preclude participation by HVF, the Administrator, a Committed Note Purchaser or
Hertz in assertion or defense of its claims in any such proceeding involving a
Conduit Investor. The obligations of the Conduit Investors under this Agreement
are solely the corporate obligations of the Conduit Investors. No recourse
shall be had for the payment of any amount owing in respect of this Agreement,
including any obligation or claim arising out of or based upon this Agreement,
against any stockholder, employee, officer, agent, director, member, affiliate
or incorporator of any Conduit Investor; provided, however,
nothing in this Section 9.10(b) shall relieve any of the
foregoing Persons from any liability which any such Person may otherwise
have for its gross negligence or willful misconduct.


 


Notwithstanding any
provisions contained in this Agreement to the contrary, the Conduit Investors
shall not, and shall not be obligated to, fund or pay any amount pursuant to
this Agreement or the Class A-1 Notes unless (i) the respective
Conduit Investor has received funds which may be used to make such funding
or other payment and which funds are not required to repay any of the
commercial paper notes (“CP Notes”) issued by such Conduit Investor when
due and (ii) after giving effect to such funding or payment, either (x)
such Conduit Investor could issue CP Notes to refinance all of its outstanding
CP Notes (assuming such outstanding CP Notes matured at such time) in
accordance with the program documents governing its commercial paper program or
(y) all of the CP Notes are paid in full. Any amount which a Conduit Investor
does not pay pursuant to the operation of the preceding sentence shall not
constitute a claim (as defined in Section 101 of the Bankruptcy Code)
against or obligation of such Conduit Investor for any such insufficiency.


 


SECTION 9.11   Confidentiality. Each Committed Note Purchaser and each
Conduit Investor agrees that it shall not disclose any Confidential Information
to any Person without the prior written consent of the Administrator and HVF,
other than (a) to their Affiliates and their officers, directors,
employees, agents and advisors (including, without limitation, legal counsel
and accountants) and to actual or prospective assignees and participants, and
then only on a confidential basis, (b) as requested by a governmental
authority or self-regulatory organization or required by any law, rule or
regulation or judicial process of which HVF or the Administrator, as the case may be,
has knowledge; provided that each Committed Note Purchaser and each
Conduit Investor may disclose Confidential Information as requested by a
governmental authority or self-regulatory organization or required by any law, rule or
regulation or judicial process of which HVF or the Administrator, as the case may be,
does not have knowledge if such Committed Note Purchaser or such Conduit
Investor is prohibited by law, rule or regulation from disclosing such
requirement to HVF or the Administrator, as the case may be, (c) to
Program Support Providers, (d) to any Rating Agency providing a rating for
the Class A-1 Notes or the
Conduit’s debt or (e) in the course of litigation with HVF, the
Administrator, the Insurer or Hertz, such Committed Note Purchaser or such
Conduit Investor.


 


36

















 


“Confidential Information”
means information that HVF or the Administrator furnishes to a Committed Note
Purchaser or a Conduit Investor, but does not include (i) any such
information that is or becomes generally available to the public other than as
a result of a disclosure by a Committed Note Purchaser or a Conduit Investor or
other Person to which a Committed Note Purchaser or a Conduit Investor
delivered such information, (ii) any such information that was in the
possession of a Committed Note Purchaser or a Conduit Investor prior to its
being furnished to such Committed Note Purchaser or a Conduit Investor by HVF
or the Administrator, or (iii) that is or becomes available to a Committed
Note Purchaser or a Conduit Investor from a source other than HVF or the
Administrator, provided that, with respect to clauses (ii) and
(iii) herein, such source is not (1) known to a Committed Note
Purchaser or a Conduit Investor to be bound by a confidentiality agreement with
HVF, the Administrator, the Insurer, Hertz, as the case may be, or (2) known
to a Committed Note Purchaser or a Conduit Investor to be otherwise prohibited
from transmitting the information by a contractual, legal or fiduciary
obligation.


 


SECTION 9.12   Governing Law. THIS AGREEMENT AND ALL
MATTERS ARISING UNDER OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAW.


 


SECTION 9.13   Jurisdiction. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER WITH RESPECT TO THIS AMENDED
AND RESTATED CLASS A-1 NOTE PURCHASE AGREEMENT MAY BE BROUGHT IN ANY
STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT
JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND BY
EXECUTION AND DELIVERY OF THIS AMENDED AND RESTATED CLASS A-1 NOTE
PURCHASE AGREEMENT, EACH PARTY HEREUNDER ACCEPTS FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AMENDED AND RESTATED CLASS A-1
NOTE PURCHASE AGREEMENT.


 


SECTION 9.14   Waiver of Jury Trial. ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AMENDED AND RESTATED CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND
AGREE THAT THEY HAVE RECEIVED 


 


37

















 


FULL AND SIGNIFICANT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AMENDED AND RESTATED CLASS A-1
NOTE PURCHASE AGREEMENT.


 


SECTION 9.15   Counterparts. This Agreement may be
executed in any number of counterparts (which may include facsimile) and
by the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.


 


SECTION 9.16   Third Party Beneficiary. The Insurer and each Interest Rate Hedge Provider is an express third party
beneficiary of this Agreement.


 


SECTION 9.17   Assignment.
(a) Any Committed Note Purchaser may at any time sell all or any part of
its rights and obligations under this Agreement and the Class A-1 Notes,
with the prior written consent of HVF, which consent shall not be unreasonably
withheld, to one or more financial institutions (an “Acquiring Committed
Note Purchaser”) pursuant to an assignment and assumption agreement,
substantially in the form of Exhibit B (the “Assignment and
Assumption Agreement”), executed by such Acquiring Committed Note
Purchaser, such assigning Committed Note Purchaser, the Funding Agent with
respect to such Committed Note Purchaser and HVF and delivered to the
Administrative Agent.


 


(b)                                 Without
limiting the foregoing, each Conduit Investor may assign all or a portion
of the Investor Group Principal Amount with respect to such Conduit Investor
and its rights and obligations under this Agreement and any other Related
Documents to which it is a party to a Conduit Assignee with respect to such
Conduit Investor, without the prior written consent of HVF. Upon such
assignment by a Conduit Investor to a Conduit Assignee, (i) such Conduit
Assignee shall be the owner of the Investor Group Principal Amount or such
portion thereof with respect to such Conduit Investor, (ii) the related
administrative or managing agent for such Conduit Assignee will act as the
Funding Agent for such Conduit Assignee hereunder, with all corresponding
rights and powers, express or implied, granted to the Funding Agent hereunder
or under the other Related Documents, (iii) such Conduit Assignee and its
liquidity support provider(s) and credit support provider(s) and other related
parties, in each case relating to the Class A-1 Commercial Paper and/or
the Class A-1 Notes, shall have the benefit of all the rights and
protections provided to such Conduit Investor herein and in the other Related
Documents (including, without limitation, any limitation on recourse against
such Conduit Assignee as provided in this paragraph), (iv) such Conduit
Assignee shall assume all of such Conduit Investor’s obligations, if any,
hereunder or under the Base Indenture or under any other Related Document with
respect to such portion of the Investor Group Principal Amount and such Conduit
Investor shall be released from such obligations, (v) all distributions in
respect of the Investor Group Principal Amount or such portion thereof with
respect to such Conduit Investor shall be made to the applicable Funding Agent
on behalf of such Conduit Assignee, (vi) the definition of the term “CP
Rate” with respect to the portion of the Investor Group Principal Amount with
respect to such Conduit Investor, as applicable funded with commercial paper
issued by such


 


38

















 


Conduit Assignee from
time to time shall be determined in the manner set forth in the definition of “CP
Rate” applicable to such Conduit Assignee on the basis of the interest rate or
discount applicable to commercial paper issued by such Conduit Assignee (rather
than any other Conduit Investor), (vii) the defined terms and other terms
and provisions of this Agreement and the other Related Documents shall be
interpreted in accordance with the foregoing, and (viii) if requested by
the Funding Agent with respect to such Conduit Assignee, the parties will
execute and deliver such further agreements and documents and take such other
actions as the Funding Agent may reasonably request to evidence and give
effect to the foregoing. No assignment by any Conduit Investor to a Conduit
Assignee of all or any portion of the Investor Group Principal Amount with
respect to such Conduit Investor shall in any way diminish the obligation of
the Committed Note Purchasers in the same Investor Group as such Conduit
Investor under Section 2.03 to
fund any Increase not funded by such Conduit Investor or such Conduit Assignee.


 


(c)                                  Any
Conduit Investor and the Committed Note Purchaser with respect to such Conduit
Investor may at any time sell all or any part of their respective
rights and obligations under this Agreement and the Class A-1 Notes, with
the prior written consent of HVF, which consent shall not be unreasonably
withheld, to a multi-seller commercial paper conduit, whose commercial paper
has at least 2 of the following ratings (x) at least “A-1” from Standard &
Poor’s, (y) “P1” from Moody’s and (z) “F1” from Fitch, and one or more
financial institutions providing support to such multi-seller commercial paper
conduit (an “Acquiring Investor Group”) pursuant to a transfer
supplement, substantially in the form of Exhibit C (the “Investor
Group Supplement”), executed by such Acquiring Investor Group, the Funding
Agent with respect to such Acquiring Investor Group (including the Conduit Investor
and the Committed Note Purchasers with respect to such Investor Group), such
assigning Conduit Investor and the Committed Note Purchasers with respect to
such Conduit Investor, the Funding Agent with respect to such assigning Conduit
Investor and Committed Note Purchasers and HVF and delivered to the
Administrative Agent.


 


SECTION 9.18   For clarity, notwithstanding anything to the
contrary herein, upon and after the execution of this Agreement, the Commitment
Letter (the “Commitment Letter”) among CCMG Holdings Inc. (“Holdings”)
and Lehman Brothers Inc. (“LBI”), Lehman Commercial Paper Inc., Deutsche
Bank AG Cayman Islands Branch, DBSI, Merrill Lynch Pierce, Fenner &
Smith Incorporated (“MLPFS”), Merrill Lynch Capital Corporation, Goldman
Sachs Credit Partners L.P., Goldman, Sachs & Co. (“GSC”),
JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc. (“JPM” and
collectively with the foregoing financial institutions, the “Committed
Lenders”) together with exhibits and the related Engagement Letter among
Holdings, LBI, DBSI, MLPFS, GSC and JPM (together, the “Banks”), and Fee
Letter among Holdings and the Committed Lenders (together, the “Commitment
Letters”), each dated as of September 12, 2005, shall remain in full
force and effect until the purchase of the Class A-1 Notes by the Conduit
Investors or the Committed Note Purchasers, notwithstanding any failure to be
met or fulfilled of any conditions precedent to the purchase of the Class A-1
Notes contained herein. No conditions precedent to the purchase of the Class A-1
Notes contained herein shall be deemed to modify, lessen or increase the
conditions precedent 


 


39

















 


to the obligations of the
Committed Lenders and the Banks in the Commitment Letters. Nothing contained
herein shall be deemed to supersede, alter or eliminate any obligation of the
Lenders under the Commitment Letters (as such term is defined therein).


 


[Remainder of Page Intentionally Blank]


 


40

















 


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


 




	
  HERTZ VEHICLE FUNDING LLC

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Harold E. Rolfe

  
	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  225 Brae Boulevard

  	
   

  
	
   

  	
  Park Ridge, NJ 07656

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Treasury Department

  	
   

  
	
  Telephone:

  	
  (201) 307-2000

  	
   

  
	
  Facsimile:

  	
  (201)307-2746

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  THE HERTZ CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Harold E. Rolfe

  
	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  225 Brae Boulevard

  	
   

  
	
   

  	
  Park Ridge, NJ 07656

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Treasury Department

  	
   

  
	
  Telephone:

  	
  (201) 307-2000

  	
   

  
	
  Facsimile:

  	
  (201)307-2746

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  LEHMAN COMMERCIAL PAPER
  INC., 

  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Frank Prezioso

  
	
   

  	
  Name:

  	
  Frank Prezioso

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  745 7th Avenue

  	
   

  
	
   

  	
  New York, NY 10019

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Julie Wright

  	
   

  
	
  Telephone:

  	
  (407) 740-7933

  	
   

  
	
  Facsimile:

  	
  (212) 520-0518

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  MICA FUNDING, LLC, as a Conduit 

  Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Wilson Pringle

  
	
   

  	
  Name:

  	
  Wilson Pringle

  	
   

  
	
   

  	
  Title:

  	
  Managing Director, Stanfield 

  Global Strategies, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  430 Park Avenue

  	
   

  	
   

  
	
   

  	
  12th Floor

  	
   

  	
   

  
	
   

  	
  New York, NY 10023

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (212) 891-9656

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  	
   

  
	
   

  	
  $15,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PERCENTAGE: 6.0000%

  	
   

  	
   

  	
   

  
							






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  LEHMAN BROTHERS HOLDINGS INC., 

  as Committed Note Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Frank Prezioso

  
	
   

  	
  Name:

  	
  Frank Prezioso

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  745 7th Avenue

  	
   

  
	
   

  	
  New York, NY 10019

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Julie Wright

  	
   

  
	
  Telephone:

  	
  (407) 740-7933

  	
   

  
	
  Facsimile:

  	
  (212) 520-0518

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  	
   

  
	
   

  	
  $15,000,000

  	
   

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  LEHMAN BROTHERS HOLDINGS INC., 

  as a Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Frank Prezioso

  
	
   

  	
  Name:

  	
  Frank Prezioso

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  745 7th Avenue

  	
   

  
	
   

  	
  New York, NY 10019

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Julie Wright

  	
   

  
	
  Telephone:

  	
  (407) 740-7933

  	
   

  
	
  Facsimile:

  	
  (212) 520-0518

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  SARATOGA FUNDING CORP., LLC, as a 

  Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jill A. Gordon

  
	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  60 Wall Street

  	
   

  
	
   

  	
  New York, NY 10005-2858

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Tina Gu

  	
   

  
	
  Telephone:

  	
  (212) 250-0357

  	
   

  
	
  Facsimile:

  	
  (212) 797-5150

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  	
   

  
	
   

  	
  $65,505,000

  	
   

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE: 26.2020%

  	
   

  	
   

  
							






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  DEUTSCHE BANK AG, NEW YORK 

  BRANCH, as Committed Note Purchaser

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Carl Jackson

  
	
   

  	
  Name:

  	
  Carl Jackson

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mary Conners

  
	
   

  	
  Name:

  	
  Mary Conners

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  60 Wall Street

  	
   

  
	
   

  	
  New York, NY 10005-2858

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Tina Gu

  	
   

  
	
  Telephone:

  	
  (212) 250-0357

  	
   

  
	
  Facsimile:

  	
  (212) 797-5150

  	
   

  
	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  
	
   

  	
  $65,505,000

  	
   

  
					






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  DEUTSCHE BANK AG, NEW YORK 

  BRANCH, as a Funding Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Carl Jackson

  
	
   

  	
  Name:

  	
  Carl Jackson

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mary Conners

  
	
   

  	
  Name:

  	
  Mary Conners

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  60 Wall Street

  	
   

  
	
   

  	
  New York, NY 10005-2858

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Tina Gu

  	
   

  
	
  Telephone:

  	
  (212) 250-0357

  	
   

  
	
  Facsimile:

  	
  (212) 797-5150

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  DRESDEN BANK AG, NEW YORK 

  BRANCH, as Committed Note Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David O. Taylor

  
	
   

  	
  Name:

  	
  David O. Taylor

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Ravelo

  
	
   

  	
  Name:

  	
  Michael Ravelo

  
	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1301 Avenue of the
  Americas

  	
   

  
	
   

  	
  New York, NY 10019

  	
   

  
	
  Attention:

  	
  Asset Backed Finance

  	
   

  
	
  Telephone:

  	
   

  	
   

  
	
  Facsimile:

  	
  (212) 429-4879

  	
   

  
	
  Confirmation:

  	
  (212) 895-1928

  	
   

  
	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  
	
   

  	
  $14,160,750

  	
   

  
	
   

  	
   

  
	
  PERCENTAGE: 5.6643%

  	
   

  
					






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  DRESDNER BANK AG, NEW YORK 

  BRANCH, as a Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David O. Taylor

  
	
   

  	
  Name:

  	
  David O. Taylor

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Ravelo

  
	
   

  	
  Name:

  	
  Michael Ravelo

  
	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1301 Avenue of the
  Americas

  	
   

  
	
   

  	
  New York, NY 10019

  	
   

  
	
  Attention:

  	
  Asset Backed Finance

  	
   

  
	
  Telephone:

  	
   

  	
   

  
	
  Facsimile:

  	
  (212) 429-4879

  	
   

  
	
  Confirmation:

  	
  (212) 895-1928

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  PARK AVENUE RECEIVABLES 

  COMPANY LLC, as a Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: JPMorgan Chase Bank N.A., as

  Attorney-in-Fact

  
	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John M. Kuhns

  
	
   

  	
  Name:

  	
  John M. Kuhns

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1 Chase Tower

  	
   

  
	
   

  	
  Mail Suite IL1-1729

  	
   

  
	
   

  	
  Chicago, IL 60670

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  John M. Kuhns

  	
   

  
	
  Telephone:

  	
  (312) 336-2172

  	
   

  
	
  Facsimile:

  	
  (312) 732-3600

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  	
   

  
	
   

  	
  $31,660,750

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE: 12.6643%

  	
   

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  JPMORGAN CHASE BANK, N.A., as 

  Committed Note Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John M. Kuhns

  
	
   

  	
  Name:

  	
  John M. Kuhns

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1 Chase Tower

  	
   

  
	
   

  	
  Mail Suite IL1-1729

  	
   

  
	
   

  	
  Chicago, IL 60670

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  John M. Kuhns

  	
   

  
	
  Telephone:

  	
  (312) 336-2172

  	
   

  
	
  Facsimile:

  	
  (312) 732-3600

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  	
   

  
	
   

  	
  $31,660,750

  	
   

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 



















	
   

  
	
  JPMORGAN CHASE BANK, N.A., as a 

  Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John M. Kuhns

  
	
   

  	
  Name:

  	
  John M. Kuhns

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1 Chase Tower

  	
   

  
	
   

  	
  Mail Suite IL1-1729

  	
   

  
	
   

  	
  Chicago, IL 60670

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  John M. Kuhns

  	
   

  
	
  Telephone:

  	
  (312) 336-2172

  	
   

  
	
  Facsimile:

  	
  (312) 732-3600

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  STARBIRD FUNDING CORPORATION, 

  as a Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ R. Douglas Donaldson

  
	
   

  	
  Name:

  	
  R. Douglas Donaldson

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  
	
  Telephone:

  	
   

  
	
  Facsimile:

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  	
   

  
	
   

  	
  $12,660,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE: 5.0640%

  	
   

  	
   

  
							






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  BNP PARIBAS, New York Branch, as 

  Committed Note Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Sean Reddington

  
	
   

  	
  Name:

  	
  Sean Reddington

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Brian Leach

  
	
   

  	
  Name:

  	
  Brian Leach

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  	
   

  
	
   

  	
  $12,660,000

  	
   

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  BNP PARIBAS, New York Branch, as a 

  Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Sean Reddington

  
	
   

  	
  Name:

  	
  Sean Reddington

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Brian Leach

  
	
   

  	
  Name:

  	
  Brian Leach

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  
					






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  GREENWICH CAPITAL
  FINANCIAL 

  PRODUCTS, INC.,as a Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David Viney

  
	
   

  	
  Name:

  	
  David Viney

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  600 Steamboat Road

  	
   

  
	
   

  	
  Greenwich, CT 06830

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Kathleen O’Connor

  	
   

  
	
  Telephone:

  	
  (203) 625-2384

  	
   

  
	
  Facsimile:

  	
  (203) 618-2149

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  	
   

  
	
   

  	
  $12,660,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE: 5.0640%

  	
   

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  THE ROYAL BANK OF
  SCOTLAND, 

  PLC, as a Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David Viney

  
	
   

  	
  Name:

  	
  David Viney

  
	
   

  	
  Title:

  	
  Senior Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  Asset Securitization Support

  	
   

  
	
   

  	
  The Royal Bank of Scotland

  	
   

  
	
   

  	
  Level 4, 135 Bishopsgate

  	
   

  
	
   

  	
  London EC2M 3UR

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Paul Shah/John Gulvin

  	
   

  
	
  Telephone:

  	
  +44 20 70 85 5000

  	
   

  
	
  Facsimile:

  	
  +44 20 70 85 5395

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy to

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Greenwich Capital
  Financial Products Inc.

  	
   

  
	
  600 Steamboat Road

  	
   

  	
   

  
	
  Greenwich, CT 06830

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Kathleen O’Connor

  	
   

  
	
  Telephone:

  	
  (203) 625-2384

  	
   

  
	
  Facsimile:

  	
  (203) 618-2149

  	
   

  
					






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  ATLANTIC ASSET SECURITIZATION 

  LLC, as a Conduit Investor

  
	
   

  	
   

  	
   

  
	
  By: Calyon New York Branch, as Attorney-

  in-Fact

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Anthony Brown

  
	
   

  	
  Name:

  	
  Anthony Brown

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Sam Pilcer

  
	
   

  	
  Name:

  	
  Sam Pilcer

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1301 Avenue of the Americas

  	
   

  
	
   

  	
  New York, NY 10019-6022

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Tina Kourmpetis

  	
   

  
	
  Telephone:

  	
  (212) 261-7814

  	
   

  
	
  Facsimile:

  	
  (212) 459-3258

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1301 Avenue of the Americas

  	
   

  
	
   

  	
  New York, NY 10019-6022

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Matthew Croghan

  	
   

  
	
  Telephone:

  	
  (212) 261-7819

  	
   

  
	
  Facsimile:

  	
  (212) 459-3258

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  	
   

  
	
   

  	
  $63,353,500

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PERCENTAGE: 25.3414%

  	
   

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  CALYON NEW YORK BRANCH, as 

  Committed Note Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Anthony Brown

  
	
   

  	
  Name:

  	
  Anthony Brown

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Sam Pilcer

  
	
   

  	
  Name:

  	
  Sam Pilcer

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1301 Avenue of the Americas

  	
   

  
	
   

  	
  New York, NY 10019-6022

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Tina Kourmpetis

  	
   

  
	
  Telephone:

  	
  (212) 261-7814

  	
   

  
	
  Facsimile:

  	
  (212) 459-3258

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1301 Avenue of the Americas

  	
   

  
	
   

  	
  New York, NY 10019-6022

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Matthew Croghan

  	
   

  
	
  Telephone:

  	
  (212) 261-7819

  	
   

  
	
  Facsimile:

  	
  (212) 459-3258

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  	
   

  
	
   

  	
  $63,353,500

  	
   

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  CALYON NEW YORK BRANCH, as a 

  Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Anthony Brown

  
	
   

  	
  Name:

  	
  Anthony Brown

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Sam Pilcer

  
	
   

  	
  Name:

  	
  Sam Pilcer

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1301 Avenue of the Americas

  	
   

  
	
   

  	
  New York, NY 10019-6022

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Tina Kourmpetis

  	
   

  
	
  Telephone:

  	
  (212) 261-7814

  	
   

  
	
  Facsimile:

  	
  (212) 459-3258

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  1301 Avenue of the Americas

  	
   

  
	
   

  	
  New York, NY 10019-6022

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Matthew Croghan

  	
   

  
	
  Telephone:

  	
  (212) 261-7819

  	
   

  
	
  Facsimile:

  	
  (212) 459-3258

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  LIBERTY STREET FUNDING
  CORP., as a 

  Conduit Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Bernard J. Angelo

  
	
   

  	
  Name:

  	
  Bernard J. Angelo

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  445 Broad Hollow Road

  	
   

  
	
   

  	
  Melville, NY 117472

  	
   

  
	
   

  	
   

  
	
  Attention:

  	
  Bernard J. Angel

  	
   

  
	
  Telephone:

  	
  (631) 930-7202

  	
   

  
	
  Facsimile:

  	
  (212) 302-8767

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  
	
   

  	
  $35,000,000

  	
   

  
	
   

  	
   

  
	
  PERCENTAGE: 14.0000%

  	
   

  






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  THE BANK OF NOVA SCOTIA, as

  Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Norman Last

  
	
   

  	
  Name:

  	
  Norman Last

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  1 Liberty Plaza, 26th
  Floor

  	
   

  
	
   

  	
  New York, NY 10006

  	
   

  
	
   

  	
   

  
	
  Attention:

  	
  Darren Ward

  	
   

  
	
   

  	
   

  
	
  Telephone:

  	
  (212) 225-5264

  	
   

  
	
  Facsimile:

  	
  (212) 225-5274

  	
   

  
	
   

  	
   

  
	
  COMMITMENT AMOUNT:

  	
   

  
	
   

  	
  $35,000,000.00

  	
   

  
					






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  THE BANK OF NOVA SCOTIA, as

  Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Norman Last

  	
   

  
	
   

  	
  Name:

  	
  Norman Last

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  1 Liberty Plaza, 26th
  Floor

  	
   

  
	
   

  	
  New York, NY 10006

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Darren Ward

  	
   

  
	
  Telephone:

  	
  (212) 225-5264

  	
   

  
	
  Facsimile:

  	
  (212) 225-5274

  	
   

  
					






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  SYMPHONY NO. 3, as the Conduit

  Investor

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  By:

  	
  /s/ Bernard J. Angelo

  	
   

  	 

	
   

  	
  Name:

  	
  Bernard J. Angelo

  	
   

  	 

	
   

  	
  Title:

  	
  Vice President

  	
   

  	 

	
   

  	
   

  	 

	
  By:

  	
  /s/ Andrew L. Stidd

  	
   

  	 

	
   

  	
  Name:

  	
  Andrew L. Stidd

  	
   

  	 

	
   

  	
  Title:

  	
  Vice President

  	
   

  	 

	
   

  	
   

  	 

	
  Address:

  	
  c/o Global Securitization

  	
   

  	 

	
   

  	
  Services, LLC

  	
   

  	 

	
   

  	
  445 Broad Hollow Road,

  	
   

  	 

	
   

  	
  Suite 239

  	
   

  	 

	
   

  	
  Melville, NY 11747

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Attention:

  	
  Matthew Dorr

  	
   

  	 

	
  Telephone:

  	
   

  	 

	 
	
  Facsimile:

  	
  (212) 302-8767

  	
   

  
	
  Confirmation: 

  	
  (631) 587-4700

  	
   

  	 

	
   

  	
   

  	 

	
  With a copy to:

  	
   

  	 

	
   

  	
   

  	 

	
  Dresdner Bank AG, New York
  Branch

  	
   

  	 

	
  1301 Avenue of the
  Americas

  	
   

  	 

	
  New York, NY 10019

  	
   

  	 

	
  Attention:

  	
  Asset Backed Finance

  	
   

  	 

	
  Facsimile: (212) 429-4879

  	
   

  	 

	
  Confirmation: (212)
  895-1928

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  COMMITMENT AMOUNT:

  	
   

  	 

	
   

  	
  $14,160,750.00

  	
   

  	 

	
   

  	
   

  	 

	
  PERCENTAGE: 5.6643%

  	
   

  	 

										






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 




	
  BEETHOVEN FUNDING

  CORPORATION, as Symphony CP

  Funding Source

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Authorized Signatory

  	
   

  
	
  Title:

  	
  Vice President

  
	
   

  
	
  By:

  	
  /s/ Authorized Signatory

  	
   

  
	
  Title:

  	
  Vice President

  
				






 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















 


	
  CONSENTED TO AND AGREED TO:

  	
   

  
	
   

  	
   

  
	
  AMBAC ASSURANCE CORPORATION,

  	
   

  
	
  as an Insurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael Babick

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael Babick

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
						



 


 


[CLASS A-1 NOTE
PURCHASE AGREEMENT]


 

















TABLE OF
CONTENTS


 


	
   

  	
  Page

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  
	
  SECTION 1.01

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  PURCHASE AND
  SALE OF CLASS A-1 NoteS

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  The Initial Note
  Purchase

  	
  9

  
	
  SECTION 2.02

  	
  Advances

  	
  9

  
	
  SECTION 2.03

  	
  Borrowing Procedures

  	
  10

  
	
  SECTION 2.04

  	
  The Class A-1
  Notes

  	
  12

  
	
  SECTION 2.05

  	
  Commitment Terms

  	
  12

  
	
  SECTION 2.06

  	
  Selection of Interest
  Rates

  	
  12

  
	
  SECTION 2.07

  	
  Reduction in Commitment
  Amount

  	
  12

  
	
   

  	
   

  
	
  ARTICLE III

  	
  INTEREST AND
  FEES

  	
  13

  
	
   

  	
   

  
	
  SECTION 3.01

  	
  Interest

  	
  13

  
	
  SECTION 3.02

  	
  Fees.

  	
  13

  
	
  SECTION 3.03

  	
  Eurodollar Lending
  Unlawful

  	
  14

  
	
  SECTION 3.04

  	
  Deposits Unavailable

  	
  15

  
	
  SECTION 3.05

  	
  Increased or Reduced
  Costs, etc.

  	
  15

  
	
  SECTION 3.06

  	
  Funding Losses

  	
  16

  
	
  SECTION 3.07

  	
  Increased Capital Costs

  	
  16

  
	
  SECTION 3.08

  	
  Taxes

  	
  17

  
	
  SECTION 3.09

  	
  Indenture Carrying
  Charges; Survival

  	
  18

  
	
   

  	
   

  
	
  ARTICLE IV

  	
  OTHER PAYMENT
  TERMS

  	
  18

  
	
   

  	
   

  
	
  SECTION 4.01

  	
  Time and Method of
  Payment

  	
  18

  
	
   

  	
   

  
	
  ARTICLE V

  	
  THE
  ADMINISTRATIVE AGENT AND THE FUNDING AGENTS

  	
  19

  
	
   

  	
   

  
	
  SECTION 5.01

  	
  Authorization and
  Action of the Administrative Agent

  	
  19

  
	
  SECTION 5.02

  	
  Delegation of Duties

  	
  19

  
	
  SECTION 5.03

  	
  Exculpatory Provisions

  	
  19

  
	
  SECTION 5.04

  	
  Reliance

  	
  20

  
	
  SECTION 5.05

  	
  Non-Reliance on the
  Administrative Agent and Other Purchasers

  	
  20

  
	
  SECTION 5.06

  	
  The Administrative
  Agent in its Individual Capacity

  	
  20

  
	
  SECTION 5.07

  	
  Successor
  Administrative Agent

  	
  20

  
	
  SECTION 5.08

  	
  Authorization and
  Action of Funding Agents

  	
  21

  
	
  SECTION 5.09

  	
  Delegation of Duties

  	
  21

  
	
  SECTION 5.10

  	
  Exculpatory Provisions

  	
  21

  
	
  SECTION 5.11

  	
  Reliance

  	
  22

  
	
  SECTION 5.12

  	
  Non-Reliance on the
  Funding Agent and Other Purchasers

  	
  22

  
				



 


i

















 


 


	
   

  	
   

  	
  Page

  
	
  SECTION 5.13

  	
  The Funding Agent in
  its Individual Capacity

  	
  22

  
	
  SECTION 5.14

  	
  Successor Funding Agent

  	
  23

  
	
   

  	
   

  
	
  ARTICLE VI

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  23

  
	
   

  	
   

  
	
  SECTION 6.01

  	
  HVF

  	
  23

  
	
  SECTION 6.02

  	
  Administrator

  	
  24

  
	
  SECTION 6.03

  	
  Conduit Investors

  	
  24

  
	
   

  	
   

  
	
  ARTICLE VII

  	
  CONDITIONS

  	
  26

  
	
   

  	
   

  
	
  SECTION 7.01

  	
  Conditions to Issuance

  	
  26

  
	
  SECTION 7.02

  	
  Conditions to Initial
  Borrowing

  	
  26

  
	
  SECTION 7.03

  	
  Conditions to Each
  Borrowing

  	
  27

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
  COVENANTS

  	
  28

  
	
   

  	
   

  
	
  SECTION 8.01

  	
  Covenants

  	
  28

  
	
   

  	
   

  
	
  ARTICLE IX

  	
  MISCELLANEOUS
  PROVISIONS

  	
  29

  
	
   

  	
   

  
	
  SECTION 9.01

  	
  Amendments

  	
  29

  
	
  SECTION 9.02

  	
  No Waiver; Remedies

  	
  30

  
	
  SECTION 9.03

  	
  Binding on Successors
  and Assigns

  	
  30

  
	
  SECTION 9.04

  	
  Survival of Agreement

  	
  31

  
	
  SECTION 9.05

  	
  Payment of Costs and
  Expenses; Indemnification

  	
  31

  
	
  SECTION 9.06

  	
  Characterization as
  Related Document; Entire Agreement

  	
  34

  
	
  SECTION 9.07

  	
  Notices

  	
  34

  
	
  SECTION 9.08

  	
  Severability of
  Provisions

  	
  34

  
	
  SECTION 9.09

  	
  Tax Characterization

  	
  34

  
	
  SECTION 9.10

  	
  No Proceedings; Limited
  Recourse

  	
  35

  
	
  SECTION 9.11

  	
  Confidentiality

  	
  36

  
	
  SECTION 9.12

  	
  Governing Law

  	
  37

  
	
  SECTION 9.13

  	
  Jurisdiction

  	
  37

  
	
  SECTION 9.14

  	
  Waiver of Jury Trial

  	
  37

  
	
  SECTION 9.15

  	
  Counterparts

  	
  38

  
	
  SECTION 9.16

  	
  Third Party Beneficiary

  	
  38

  
	
  SECTION 9.17

  	
  Assignment

  	
  38

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
  List of Conduit
  Investors and Committed Note Purchasers

  	
   

  
	
  EXHIBIT A

  	
  Form of
  Advance Request

  	
   

  
	
  EXHIBIT B

  	
  Form of
  Assignment and Assumption Agreement

  	
   

  
	
  EXHIBIT C

  	
  Form of
  Investor Group Supplement

  	
   

  
				



 


ii