Exhibit 4.9.2


 


HERTZ
VEHICLE FINANCING LLC,


 


as
Issuer


 


and


 


BNY
MIDWEST TRUST COMPANY,


 


as
Trustee and Securities Intermediary


 










 


SERIES
2005-1 SUPPLEMENT


 


 


dated as of December 21, 2005


 


to


 


 


AMENDED AND RESTATED


 


BASE INDENTURE


 


dated as of December 21, 2005


 










 


$500,000,000
Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-1


$275,000,000
Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-2


$100,000,000
Series 2005-1 5.01% Rental Car Asset Backed Notes, Class A-3


$1,150,000,000
Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-4


$125,000,000
Series 2005-1 5.08% Rental Car Asset Backed Notes, Class A-5


Series 2005-1
Floating Rate Rental Car Asset Backed Notes, Class B-1


Series 2005-1
Fixed Rate Rental Car Asset Backed Notes, Class B-2


Series 2005-1
Floating Rate Rental Car Asset Backed Notes, Class B-3


Series 2005-1
Fixed Rate Rental Car Asset Backed Notes, Class B-4

Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class B-5


Series 2005-1
Fixed Rate Rental Car Asset Backed Notes, Class B-6


 


Three-Year Notes, Four-Year Notes
and Five-Year Notes

Insurer of Class A Notes:  MBIA Insurance
Corporation


 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  SERIES 2005-1 ALLOCATIONS

  	
  72

  
	
  Section 2.1.

  	
  Series 2005-1 Series Accounts

  	
  72

  
	
  Section 2.2.

  	
  Allocations with Respect to the Series 2005-1 Notes

  	
  74

  
	
  Section 2.3.

  	
  Application of Interest Collections

  	
  81

  
	
  Section 2.4.

  	
  Payment of Note Interest

  	
  91

  
	
  Section 2.5.

  	
  Payment of Note Principal

  	
  91

  
	
  Section 2.6.

  	
  The Administrator’s Failure to Instruct the Trustee
  to Make a Deposit or Payment

  	
  109

  
	
  Section 2.7.

  	
  Class A Reserve Account

  	
  110

  
	
  Section 2.8.

  	
  Class A Letters of Credit and Class A Cash
  Collateral Accounts

  	
  111

  
	
  Section 2.9.

  	
  Series 2005-1 Distribution Account

  	
  119

  
	
  Section 2.10.

  	
  Trustee as Securities Intermediary

  	
  121

  
	
  Section 2.11.

  	
  Series 2005-1 Interest Rate Hedges

  	
  122

  
	
  Section 2.12.

  	
  Series 2005-1 Demand Note Constitutes Additional
  Collateral for Series 2005-1 Notes

  	
  125

  
	
  Section 2.13.

  	
  Class B Reserve Account

  	
  132

  
	
  Section 2.14.

  	
  Class B Letters of Credit and Class B Cash
  Collateral Account

  	
  134

  
	
  Section 2.15.

  	
  Subordination of Class B Notes

  	
  142

  
	
  Section 2.16.

  	
  Reimbursement Obligation

  	
  142

  
	
  Section 2.17.

  	
  Series 2005-1 Closing Account

  	
  143

  
	
   

  	
   

  
	
  ARTICLE III

  	
  AMORTIZATION EVENTS

  	
  144

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  RESERVED

  	
  147

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  FORM OF SERIES 2005-1 NOTES

  	
  147

  
	
  Section 5.1.

  	
  Initial Issuance of Series 2005-1 Notes

  	
  147

  
	
  Section 5.2.

  	
  Restricted Global Notes

  	
  147

  
	
  Section 5.3.

  	
  Regulation S Global Notes and Unrestricted Global
  Notes

  	
  148

  
	
  Section 5.4.

  	
  Transfer Restrictions

  	
  149

  
					



 





















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  GENERAL

  	
  154

  
	
  Section 6.1.

  	
  Optional Redemption of Series 2005-1 Notes

  	
  154

  
	
  Section 6.2.

  	
  Information

  	
  155

  
	
  Section 6.3.

  	
  Exhibits

  	
  158

  
	
  Section 6.4.

  	
  Ratification of Base Indenture

  	
  159

  
	
  Section 6.5.

  	
  Notice to Insurer, Rating Agencies, Interest Rate
  Hedge Provider and Ford

  	
  159

  
	
  Section 6.6.

  	
  Insurer Deemed Class A Noteholder and Secured Party

  	
  160

  
	
  Section 6.7.

  	
  Third Party Beneficiary

  	
  161

  
	
  Section 6.8.

  	
  Prior Notice by Trustee to Insurer

  	
  161

  
	
  Section 6.9.

  	
  Subrogation

  	
  161

  
	
  Section 6.10.

  	
  Counterparts

  	
  162

  
	
  Section 6.11.

  	
  Governing Law

  	
  162

  
	
  Section 6.12.

  	
  Amendments

  	
  162

  
	
  Section 6.13.

  	
  Termination of Series Supplement

  	
  162

  
	
  Section 6.14.

  	
  Discharge of Indenture

  	
  163

  
	
  Section 6.15.

  	
  Effect of Payment by Insurer

  	
  163

  
	
  Section 6.16.

  	
  Interest Rate Hedge Provider Deemed Secured Party

  	
  163

  
	
  Section 6.17.

  	
  Ford Covenants

  	
  164

  
	
  Section 6.18.

  	
  Issuances of Class B Notes

  	
  165

  
				



 





















 


EXHIBITS


 


	
   

  	
  Exhibit
  A-1-1: Form of Restricted Global Class A-1 Note

  	
   

  
	
   

  	
  Exhibit
  A-1-1-C: Form of Restricted Certificated Class A-1 Note

  	
   

  
	
   

  	
  Exhibit
  A-1-2: Form of Regulation S Global Class A-1 Note

  	
   

  
	
   

  	
  Exhibit
  A-1-2-C: Form of Regulation S Certificated Class A-1 Note

  	
   

  
	
   

  	
  Exhibit
  A-1-3: Form of Unrestricted Global Class A-1 Note

  	
   

  
	
   

  	
  Exhibit
  A-1-3-C: Form of Unrestricted Certificated Class A-1 Note

  	
   

  
	
   

  	
  Exhibit
  A-2-1: Form of Restricted Global Class A-2 Note

  	
   

  
	
   

  	
  Exhibit
  A-2-1-C: Form of Restricted Certificated Class A-2 Note

  	
   

  
	
   

  	
  Exhibit
  A-2-2: Form of Regulation S Global Class A-2 Note

  	
   

  
	
   

  	
  Exhibit
  A-2-2-C: Form of Regulation S Certificated Class A-2 Note

  	
   

  
	
   

  	
  Exhibit
  A-2-3: Form of Unrestricted Global Class A-2 Note

  	
   

  
	
   

  	
  Exhibit
  A-2-3-C: Form of Unrestricted Certificated Class A-2 Note

  	
   

  
	
   

  	
  Exhibit
  A-3-1: Form of Restricted Global Class A-3 Note

  	
   

  
	
   

  	
  Exhibit
  A-3-1-C: Form of Restricted Certificated Class A-3 Note

  	
   

  
	
   

  	
  Exhibit
  A-3-2: Form of Regulation S Global Class A-3 Note

  	
   

  
	
   

  	
  Exhibit
  A-3-2-C: Form of Regulation S Certificated Class A-3 Note

  	
   

  
	
   

  	
  Exhibit
  A-3-3: Form of Unrestricted Global Class A-3 Note

  	
   

  
	
   

  	
  Exhibit
  A-3-3-C: Form of Unrestricted Certificated Class A-3 Note

  	
   

  
	
   

  	
  Exhibit
  A-4-1: Form of Restricted Global Class A-4 Note

  	
   

  
	
   

  	
  Exhibit
  A-4-1-C: Form of Restricted Certificated Class A-4 Note

  	
   

  
	
   

  	
  Exhibit
  A-4-2: Form of Regulation S Global Class A-4 Note

  	
   

  
	
   

  	
  Exhibit
  A-4-2-C: Form of Regulation S Certificated Class A-4 Note

  	
   

  
	
   

  	
  Exhibit
  A-4-3: Form of Unrestricted Global Class A-4 Note

  	
   

  
	
   

  	
  Exhibit
  A-4-3-C: Form of Unrestricted Certificated Class A-4 Note

  	
   

  
	
   

  	
  Exhibit
  A-5-1: Form of Restricted Global Class A-5 Note

  	
   

  
	
   

  	
  Exhibit
  A-5-1-C: Form of Restricted Certificated Class A-5 Note

  	
   

  
	
   

  	
  Exhibit
  A-5-2: Form of Regulation S Global Class A-5 Note

  	
   

  
	
   

  	
  Exhibit
  A-5-2-C: Form of Regulation S Certificated Class A-5 Note

  	
   

  
	
   

  	
  Exhibit
  A-5-3: Form of Unrestricted Global Class A-5 Note

  	
   

  
	
   

  	
  Exhibit
  A-5-3-C: Form of Unrestricted Certificated Class A-5 Note

  	
   

  
	
   

  	
  Exhibit
  A-6-1: Form of Restricted Global Class B-1 Note

  	
   

  
	
   

  	
  Exhibit
  A-6-2: Form of Regulation S Global Class B-1 Note

  	
   

  
	
   

  	
  Exhibit
  A-6-3: Form of Unrestricted Global Class B-1 Note

  	
   

  
	
   

  	
  Exhibit
  A-7-1: Form of Restricted Global Class B-2 Note

  	
   

  
	
   

  	
  Exhibit
  A-7-2: Form of Regulation S Global Class B-2 Note

  	
   

  
	
   

  	
  Exhibit
  A-7-3: Form of Unrestricted Global Class B-2 Note

  	
   

  
	
   

  	
  Exhibit
  A-8-1: Form of Restricted Global Class B-3 Note

  	
   

  
	
   

  	
  Exhibit
  A-8-2: Form of Regulation S Global Class B-3 Note

  	
   

  
	
   

  	
  Exhibit
  A-8-3: Form of Unrestricted Global Class B-3 Note

  	
   

  
	
   

  	
  Exhibit
  A-9-1: Form of Restricted Global Class B-4 Note

  	
   

  
	
   

  	
  Exhibit
  A-9-2: Form of Regulation S Global Class B-4 Note

  	
   

  



 





















 


	
   

  	
  Exhibit
  A-9-3: Form of Unrestricted Global Class B-4 Note

  	
   

  
	
   

  	
  Exhibit
  A-10-1: Form of Restricted Global Class B-5 Note

  	
   

  
	
   

  	
  Exhibit
  A-10-2: Form of Regulation S Global Class B-5 Note

  	
   

  
	
   

  	
  Exhibit
  A-10-3: Form of Unrestricted Global Class B-5 Note

  	
   

  
	
   

  	
  Exhibit
  A-11-1: Form of Restricted Global Class B-6 Note

  	
   

  
	
   

  	
  Exhibit
  A-11-2: Form of Regulation S Global Class B-6 Note

  	
   

  
	
   

  	
  Exhibit
  A-11-3: Form of Unrestricted Global Class B-6 Note

  	
   

  
	
   

  	
  Exhibit
  B-1-1: Form of Class A Letter of Credit

  	
   

  
	
   

  	
  Exhibit
  B-1-2: Form of Class A Ford Letter of Credit

  	
   

  
	
   

  	
  Exhibit
  B-2-1: Form of Class B Letter of Credit

  	
   

  
	
   

  	
  Exhibit
  B-2-2: Form of Class B Ford Letter of Credit

  	
   

  
	
   

  	
  Exhibit
  C: Form of Lease Payment Deficit Notice

  	
   

  
	
   

  	
  Exhibit
  D-1-1: Form of Class A Ford Letter of Credit Reduction Notice

  	
   

  
	
   

  	
  Exhibit
  D-1-2: Form of Class A Ford Letter of Credit Termination Notice

  	
   

  
	
   

  	
  Exhibit
  D-2: Form of Class A
  Non-Ford Letter of Credit Reduction Notice

  	
   

  
	
   

  	
  Exhibit
  D-3-1: Form of Class B Ford Letter of Credit Reduction Notice

  	
   

  
	
   

  	
  Exhibit
  D-3-2: Form of Class B Ford Letter of Credit Termination Notice

  	
   

  
	
   

  	
  Exhibit
  D-4: Form of Class B
  Non-Ford Letter of Credit Reduction Notice

  	
   

  
	
   

  	
  Exhibit
  E: Reserved

  	
   

  
	
   

  	
  Exhibit
  F-1: Form of Transfer Certificate

  	
   

  
	
   

  	
  Exhibit
  F-2: Form of Transfer Certificate

  	
   

  
	
   

  	
  Exhibit
  F-3: Form of Transfer Certificate

  	
   

  
	
   

  	
  Exhibit
  G: Form of Monthly Noteholders’ Statement

  	
   

  
	
   

  	
  Exhibit
  H: Form of Series 2005-1 Demand Note

  	
   

  
	
   

  	
  Exhibit
  I: Form of Transfer Certificate for Certificated Notes

  	
   

  



 


ANNEXES


 


	
  Annex
  A:

  	
  Form
  of Class B Notes Term Sheet

  	
   

  
	
  Annex
  B:

  	
  Transfer
  and Exchange of Certificated Notes

  	
   

  



 





















 


SERIES
2005-1 SUPPLEMENT dated as of December 21, 2005 (this “Series Supplement”)
between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability
company established under the laws of Delaware (“HVF”), 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 (in such capacity,
the “Securities Intermediary”), to the Amended and Restated Base
Indenture, dated as of December 21, 2005, between HVF and the Trustee (as
amended, modified or supplemented from time to time, exclusive of Series
Supplements, the “Base Indenture”).


 


PRELIMINARY STATEMENT


 


WHEREAS,
Sections 2.2 and 12.1 of the Base Indenture provide, among other
things, that HVF and the Trustee may at any time and from time to time enter
into a supplement to the Base Indenture for the purpose of authorizing the
issuance of one or more Series of Notes.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


DESIGNATION


 


There
is hereby created a Series of Notes to be issued pursuant to the Base Indenture
and this Series Supplement and such Series of Notes shall be designated as
Rental Car Asset Backed Notes, Series 2005-1. On the Series 2005-1 Closing
Date, five classes of Series 2005-1 Notes shall be issued:  the first of which shall be designated as the
Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-1, and
referred to herein as the Class A-1 Notes, the second of which shall be
designated as the Series 2005-1 Floating Rate Rental Car Asset Backed Notes,
Class A-2, and referred to herein as the Class A-2 Notes, the third of which
shall be designated as the Series 2005-1 5.01% Rental Car Asset Backed Notes,
Class A-3, and referred to herein as the Class A-3 Notes, the fourth of which
shall be designated as the Series 2005-1 Floating Rate Rental Car Asset Backed
Notes, Class A-4, and referred to herein as the Class A-4 Notes and the last of
which shall be designated as the Series 2005-1 5.08% Rental Car Asset Backed
Notes, Class A-5, and referred to herein as the Class A-5 Notes. The Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, and the
Class A-5 Notes are referred to herein collectively as the “Class A Notes.”  At any time prior to the Expected Final
Payment Date for the Class of Class B Notes being issued, additional Series
2005-1 Notes may be issued in up to six classes: the first of which shall be
designated as the Series 2005-1 Floating Rate Rental Car Asset Backed Notes,
Class B-1, and referred to herein as the Class B-1 Notes, the second of which
shall be designated as the Series 2005-1 Fixed Rate Rental Car Asset Backed
Notes, Class B-2, and referred to herein as the Class B-2 Notes, the third of
which shall be designated as the Series 2005-1 Floating Rate Rental Car Asset
Backed Notes, Class B-3, and referred to herein as the Class B-3 Notes, the
fourth of which shall be designated as the Series 2005-1 Fixed Rate Rental Car
Asset Backed Notes, Class B-4, and referred to herein as the Class B-4 Notes,
the fifth of which shall be designated as the Series 2005-1 Floating Rate
Rental Car Asset Backed


 





















 


Notes, Class B-5, and referred to herein as the Class
B-5 Notes, and the last of which shall be designated as the Series 2005-1 Fixed
Rate Rental Car Asset Backed Notes, Class B-6, and referred to herein as the
Class B-6 Notes. The Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes,
the Class B-4 Notes, the Class B-5 Notes and the Class B-6 Notes are referred
to herein collectively as the “Class B Notes.”  The Class A Notes and the Class B Notes are
referred to herein collectively as the “Series 2005-1 Notes.”  The Series 2005-1 Notes shall be issued in
minimum denominations of $25,000 and integral multiples of $1,000 in excess
thereof.


 


The
net proceeds from the sale of the Class A Notes shall be deposited in the
Series 2005-1 Closing Account and used to make payments in reduction of the
Principal Amount of other Series of Notes or paid to HVF and used to acquire
Eligible Vehicles and Manufacturer Receivables from HGI pursuant to the
Purchase Agreement and/or from Hertz and/or HFC to the extent permitted by the
Related Documents on the Series 2005-1 Closing Date or for other purposes
permitted under the Related Documents. The net proceeds from the sale of the
Class B Notes shall be deposited in the Series 2005-1 Excess Collection Account
and used to make payments in reduction of the Principal Amount of other Series
of Notes or paid to HVF and used to acquire Eligible Vehicles from HGI pursuant
to the Purchase Agreement on the related Series 2005-1 Class B Notes Closing
Date or for other purposes permitted under the Related Documents.


 


ARTICLE I



DEFINITIONS


 


(a)           All capitalized terms not otherwise
defined herein shall have the meanings assigned thereto in the Definitions List
attached to the Base Indenture as Schedule I thereto, as amended, modified,
restated or supplemented from time to time in accordance with the terms of the
Base Indenture. All Article, Section or Subsection references herein shall
refer to Articles, Sections or Subsections of the Base Indenture, except as
otherwise provided herein. Unless otherwise stated herein, as the context
otherwise requires or if such term is otherwise defined in the Base Indenture,
each capitalized term used or defined herein shall relate only to the Series
2005-1 Notes and not to any other Series of Notes issued by HVF. All references
herein to the “Series 2005-1 Supplement” shall mean the Base Indenture, as
supplemented hereby.


 


(b)           The following words and phrases shall
have the following meanings with respect to the Series 2005-1 Notes 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:


 


“Adjusted Aggregate Asset Amount” means, as of
any day, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the
amount of cash and Permitted Investments on deposit in the Series 2005-1
Collection Account and available for reduction of the Series 2005-1
Principal Amount and (2) the amount of cash and


 


2





















 


Permitted Investments on deposit in the Series 2005-1 Excess Collection Account, in each
case on such day.


 


“Aggregate
BMW/Lexus/Mercedes/Audi Amount” means as of any date of determination, the sum
of the BMW Amount, the Lexus Amount, the Mercedes Amount and the Audi Amount,
in each case, as of such date.


 


“Applicable
Procedures” has the meaning specified in Section 5.1(c) of this
Series Supplement.


 


“Audi
Amount” means, as of any date of determination, an amount equal to the
Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program
Vehicle Amount, in each case with respect to Audi as of such date.


 


“Bankrupt
Manufacturer” means, as of any day, each Manufacturer (other than a Top Two
Non-Investment Grade Manufacturer) for which an Event of Bankruptcy has
occurred; provided that any such Manufacturer for which an Event of
Bankruptcy has occurred shall cease to constitute a Bankrupt Manufacturer when
it has satisfied the Confirmation Condition.


 


“Bankrupt
Manufacturer Vehicle Amount” means, as of any date of determination, an
amount equal to the Manufacturer Non-Eligible Vehicle Amount and the
Manufacturer Eligible Program Vehicle Amount, in each case with respect to each
Bankrupt Manufacturer as of such date.


 


“Bankrupt
Manufacturer Vehicle Percentage” means, as of any date of determination,
the percentage equivalent of a fraction, the numerator of which is the Bankrupt
Manufacturer Vehicle Amount as of such date and the denominator of which is the
Aggregate Asset Amount as of such date.


 


“BBB-/Baa3
EPM Amount” means, as of any date of determination, the sum for all
BBB-/Baa3 Manufacturers of an amount, with respect to each BBB-/Baa3
Manufacturer, equal to the sum, rounded to the nearest $100,000, of the
following amounts to the extent that such amounts are included in the
definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of
all Eligible Program Vehicles that are Eligible Vehicles as of such date that
were manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof and
not turned in to and accepted by such BBB-/Baa3 Manufacturer pursuant to its
Manufacturer Program, not delivered and accepted for Auction pursuant to its
Manufacturer Program or not otherwise sold or deemed to be sold under the
Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other
than Excluded Payments) payable to HVF or to the Intermediary pursuant to the
Master Exchange Agreement, in each case as of such date by such each BBB-/Baa3
Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible
Program Vehicles when turned in to and accepted by such BBB-/Baa3 Manufacturer
or delivered and accepted for Auction, plus (iii) with respect to Eligible
Vehicles that were Eligible Program Vehicles that have been delivered and
accepted for


 


3





















 


Auction pursuant to a Manufacturer Program with such
BBB-/Baa3 Manufacturer, all amounts receivable (other than amounts specified in
clause (ii) above) from any person or entity in connection with the
Auction of such Eligible Vehicles as of such date, plus (iv) with respect to
Eligible Vehicles that were Eligible Program Vehicles manufactured by such
BBB-/Baa3 Manufacturer or an Affiliate thereof that have been turned in to and
accepted by such BBB-/Baa3 Manufacturer, delivered and accepted for Auction,
otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments
or Termination Payments with respect to such Eligible Vehicles as of such date
under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible
Program Vehicles manufactured by such BBB-/Baa3 Manufacturer or an Affiliate
thereof that have been turned in to and accepted by such BBB-/Baa3
Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued
and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the
HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv)
above) plus (vi) with respect to Eligible Vehicles that were Eligible Program
Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the
HVF Lease, any non-return incentives payable to HVF under a Manufacturer
Program by such BBB-/Baa3 Manufacturer in respect of the sale of such Vehicles
outside of the related Manufacturer Program as of such date, plus (vii) if such
date is during the period from and including a Determination Date to but
excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable
on the next Payment Date with respect to all Eligible Vehicles that are
Eligible Program Vehicles as of such date that were manufactured by such
BBB-/Baa3 Manufacturer or an Affiliate thereof and that have not been turned in
to and accepted by such BBB-/Baa3 Manufacturer pursuant to its Manufacturer
Program, not been delivered and accepted for Auction pursuant to its Manufacturer
Program and not otherwise been sold or deemed to be sold under the Related
Documents. For the purposes of this definition, an Affiliate of a Manufacturer
shall not include any Person who is included as a Manufacturer hereunder.


 


“BBB-/Baa3
EPM Vehicle Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the BBB-/Baa3
EPM Amount as of such date and the denominator of which is the Aggregate Asset
Amount as of such date.


 


“BBB-/Baa3
EPM Vehicle Percentage Excess” means, as of any date of determination, the
excess, if any, of the BBB-/Baa3 EPM Vehicle Percentage as of such date over
10%.


 


“BBB-/Baa3
Manufacturer” means, as of any day, each Manufacturer of a Program Vehicle
from an Eligible Program Manufacturer that is rated at least “BBB-” from
S&P, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch,
at least “BBB-” from Fitch, but which is not rated at least “BBB” from S&P,
at least “Baa2” from Moody’s and, unless otherwise agreed to by Fitch, at least
“BBB” from Fitch; provided that upon the withdrawal of the rating of a
Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a
Rating Agency to a rating that would require inclusion of such Manufacturer in
this definition, for purposes of this definition and each instance in which
this definition is used in this Series Supplement, such Manufacturer


 


4





















 


shall be deemed to be rated “BBB”, “Baa2” and/or “BBB”,
as applicable, by the Rating Agency which downgraded such Manufacturer for a
period of 30 days following the earlier of (i) the date on which any of the
Administrator, HVF or the Servicer obtains actual knowledge of such downgrade
and (ii) the date an which the Trustee or the Insurer notifies the
Administrator of such downgrade.


 


“BMW
Amount” means, as of any date of determination, an amount equal to the
Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program
Vehicle Amount, in each case with respect to BMW as of such date.


 


“BNY
MTC” means BNY Midwest Trust Company, an Illinois trust company, and its
successors and assigns.


 


“Calculation
Agent” means BNY MTC, in its capacity as calculation agent with respect to
the Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-4 Note Rate, the
Class B-1 Note Rate, the Class B-3 Note Rate and the Class B-5 Note Rate.


 


“Class”
means a class of the Series 2005-1 Notes, which may be the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes,
the Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes, the Class B-4
Notes, the Class B-5 Notes or the Class B-6 Notes.


 


“Class
A Adjusted Enhancement Amount” means, the Class A Enhancement Amount, excluding
from the calculation thereof the amount available to be drawn under any Series
2005-1 Letter of Credit if at the time of such calculation (A) such Series
2005-1 Letter of Credit shall not be in full force and effect, (B) an Event of
Bankruptcy shall have occurred with respect to the Series 2005-1 Letter of
Credit Provider of such Series 2005-1 Letter of Credit, (C) such Series 2005-1
Letter of Credit Provider shall have repudiated such Series 2005-1 Letter of
Credit or failed to honor a draw thereon made in accordance with the terms
thereof or (D) a Class A Downgrade Event shall have occurred and be continuing
for at least 30 days with respect to the Series 2005-1 Letter of Credit
Provider of such Series 2005-1 Letter of Credit.


 


“Class
A Adjusted Liquidity Amount” means, the Class A Liquidity Amount, excluding
from the calculation thereof the amount available to be drawn under any Class A
Letter of Credit if at the time of such calculation (A) such Class A Letter of
Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall
have occurred with respect to the Class A Letter of Credit Provider of such
Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have
repudiated such Class A Letter of Credit or failed to honor a draw thereon made
in accordance with the terms thereof or (D) a Class A Downgrade Event shall
have occurred and be continuing for at least 30 days with respect to the Series
2005-1 Letter of Credit Provider of such Series 2005-1 Letter of Credit.


 


“Class
A Adjusted Monthly Interest” means, (a) for the initial Payment Date, the
sum of (A) the Class A-1 Monthly Interest with respect to the initial Series


 


5





















 


2005-1 Interest Period, (B) the Class A-2 Monthly
Interest with respect to the initial Series 2005-1 Interest Period, (C) the
Class A-3 Monthly Interest with respect to the initial Series 2005-1 Interest
Period, (D) the Class A-4 Monthly Interest with respect to the initial Series
2005-1 Interest Period, and (E) the Class A-5 Monthly Interest with respect to
the initial Series 2005-1 Interest Period, and (b) for any other Payment Date,
the sum of (i) with respect to the Series 2005-1 Interest Period ending on the
day preceding such Payment Date, the sum of (A) an amount equal to the product
of (1) the Class A-1 Note Rate for such Series 2005-1 Interest Period, (2) the
Class A-1 Outstanding Principal Amount on the first day of such Series 2005-1
Interest Period, after giving effect to any principal payments made on such
date, and (3) a fraction, the numerator of which is the number of days in such
Series 2005-1 Interest Period and the denominator of which is 360, (B) an
amount equal to the product of (1) the Class A-2 Note Rate for such Series
2005-1 Interest Period, (2) the Class A-2 Outstanding Principal Amount on the
first day of such Series 2005-1 Interest Period, after giving effect to any
principal payments made on such date, and (3) a fraction, the numerator of
which is the number of days in such Series 2005-1 Interest Period and the
denominator of which is 360, (C) an amount equal to the product of (1)
one-twelfth of the Class A-3 Note Rate and (2) the Class A-3 Outstanding
Principal Amount on the first day of such Series 2005-1 Interest Period, after
giving effect to any principal payments made on such date, (D) an amount equal
to the product of (1) the Class A-4 Note Rate for such Series 2005-1 Interest
Period, (2) the Class A-4 Outstanding Principal Amount on the first day of such
Series 2005-1 Interest Period, after giving effect to any principal payments
made on such date, and (3) a fraction, the numerator of which is the number of
days in such Series 2005-1 Interest Period and the denominator of which is 360,
and (E) an amount equal to the product of (1) one-twelfth of the Class A-5 Note
Rate and (2) the Class A-5 Outstanding Principal Amount on the first day of
such Series 2005-1 Interest Period, after giving effect to any principal
payments made on such date, and (ii) an amount equal to the aggregate amount of
any unpaid Class A Deficiency Amounts, as of the preceding Payment Date
(together with any accrued interest on such Class A Deficiency Amounts at the
applicable Series 2005-1 Note Rate).


 


“Class
A Adjusted Principal Amount” means, as of any date of determination, the
excess, if any, of (A) the Class A Principal Amount as of such date over (B)
the sum of (1) the amount of cash and Permitted Investments on deposit in the
Series 2005-1 Excess Collection Account and (2) the amount of cash and Permitted
Investments on deposit in the Series 2005-1 Collection Account and available
for reduction of the Class A Principal Amount, in each case, as of such date.


 


“Class
A Asset Amount” means, as of any date of determination, the product of (i)
the Class A Asset Percentage as of such date and (ii) the Aggregate Asset
Amount as of such date.


 


“Class
A Asset Percentage” means, as of any date of determination, a fraction, the
numerator of which shall be equal to the Class A Required Asset Amount,
determined during the Series 2005-1 Revolving Period as of the end of the
immediately preceding Related Month (or, until the end of the initial Related
Month after the Series


 


6





















 


2005-1 Closing Date, on the Series 2005-1 Closing
Date), or, during the Series 2005-1 Controlled Amortization Period and the
Series 2005-1 Rapid Amortization Period, as of the end of the Series 2005-1
Revolving Period, and the denominator of which shall be the greater of (I) the
Aggregate Asset Amount as of the end of the immediately preceding Related Month
or, until the end of the initial Related Month after the Series 2005-1 Closing
Date, as of the Series 2005-1 Closing Date and (II) as of the same date as in clause
(I), the Aggregate Required Asset Amount.


 


“Class
A Available Cash Collateral Account Amount” means, as of any date of
determination, the sum of (a) the Class A Available Ford Cash Collateral
Account Amount and (b) the Class A Available Non-Ford Cash Collateral Account
Amount.


 


“Class
A Available Ford Cash Collateral Account Amount” means, as of any date of
determination, the amount on deposit in the Class A Ford Cash Collateral
Account (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date).


 


“Class
A Available Non-Ford Cash Collateral Account Amount” means, as of any date
of determination, the amount on deposit in the Class A Non-Ford Cash Collateral
Account (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date).


 


“Class
A Available Reserve Account Amount” means, as of any date of determination,
the amount on deposit in the Class A Reserve Account.


 


“Class
A Cash Collateral Account” means a Class A Ford Cash Collateral Account
and/or a Class A Non-Ford Cash Collateral Account, as the context may require.


 


“Class
A Cash Collateral Account Interest and Earnings” means with respect to a
Class A Cash Collateral Account all interest and earnings (net of losses and
investment expenses) paid on funds on deposit in such Class A Cash Collateral
Account.


 


“Class
A Cash Collateral Account Surplus” means, with respect to any Payment Date,
the lesser of (a) the sum of (x) the Class A Available Ford Cash Collateral
Account Amount and (y) the Class A Available Non-Ford Cash Collateral Account
Amount and (b) the least of (i) the excess, if any, of the Class A Adjusted
Enhancement Amount (after giving effect to any withdrawal from the Class A
Reserve Account on such Payment Date) over the Class A Required Enhancement Amount
on such Payment Date, (ii) the excess, if any, of the Class A Adjusted
Liquidity Amount over the Class A Required Liquidity Amount on such Payment
Date, and (iii) the excess, if any, of the Class B Adjusted Enhancement Amount
over the Class B Required Enhancement Amount on such Payment Date.


 


“Class
A Certificate of Credit Demand” means a certificate in the form of Annex A
to a Class A Letter of Credit.


 


7





















 


“Class
A Certificate of Preference Payment Demand” means a certificate in the form
of Annex C to a Class A Letter of Credit.


 


“Class
A Certificate of Termination Demand” means a certificate in the form of
Annex D to a Class A Letter of Credit.


 


“Class
A Certificate of Unpaid Demand Note Demand” means a certificate in the form
of Annex B to Class A Letter of Credit.


 


“Class
A Controlled Distribution Amount” means a Class A-1 Controlled Distribution
Amount, a Class A-2 Controlled Distribution Amount, a Class A-3 Controlled
Distribution Amount, a Class A-4 Controlled Distribution Amount, or a Class A-5
Controlled Distribution Amount.


 


“Class
A Deficiency Amount” means a Class A-1 Deficiency Amount, a Class A-2
Deficiency Amount, a Class A-3 Deficiency Amount, a Class A-4 Deficiency
Amount, or a Class A-5 Deficiency Amount, as the context may require.


 


“Class
A Disbursement” shall mean any Class A LOC Credit Disbursement, any Class A
LOC Preference Payment Disbursement, any Class A LOC Termination Disbursement
or any Class A LOC Unpaid Demand Note Disbursement under the Class A Letters of
Credit or any combination thereof, as the context may require.


 


“Class
A Downgrade Event” has the meaning specified in Section 2.8(c) of
this Series Supplement.


 


“Class
A Eligible Ford Letter of Credit Provider” means a Person having, at the
time of the issuance of the related Class A Ford Letter of Credit, a long-term
senior unsecured debt rating (or the equivalent thereof in the case of Moody’s
or Standard & Poor’s, as applicable) of at least “A+” from Standard &
Poor’s and, at least “A1” from Moody’s and a short-term senior unsecured debt
rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s; provided
that, other than in connection with the initial Series 2005-1 Ford Letter of
Credit Provider, for so long as any Class A Notes are Outstanding, each Class A
Eligible Ford Letter of Credit Provider shall be approved by the Insurer, such
approval not to be unreasonably withheld or delayed.


 


“Class
A Eligible Letter of Credit Provider” means a Person having, at the time of
the issuance of the related Class A Letter of Credit, a long-term senior
unsecured debt rating (or the equivalent thereof in the case of Moody’s or
Standard & Poor’s, as applicable) of at least “A+” from Standard &
Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt
rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s; provided
that, for so long as any Class A Notes are Outstanding, each Class A Eligible
Letter of Credit Provider shall be approved by the Insurer, such approval not
to be unreasonably withheld or delayed.


 


8





















 


“Class
A Eligible Program Vehicle Percentage” means, as of any date of
determination, the result of (x) a fraction, expressed as a percentage, the
numerator of which is the excess, if any, of (i) the Eligible Program Vehicle
Amount as of such date over (ii) the Non-Investment Grade Eligible Program
Manufacturer Vehicle Amount as of such date and the denominator of which is the
Aggregate Asset Amount as of such date minus (y) the BBB-/Baa3 EPM Vehicle
Percentage Excess.


 


“Class
A Enhancement Amount” means, as of any date of determination, the sum of
(i) the greater of (x) the Class A Overcollateralization Amount as of such date
and (y)(A) as of any date on which no Aggregate Asset Amount Deficiency exists,
the Class B Adjusted Principal Amount plus the Class B Overcollateralization
Amount, in each case, as of such date or (B) as of any date on which an
Aggregate Asset Amount Deficiency exists, $0, (ii) the Class A Letter of Credit
Amount as of such date, (iii) the Class A Available Reserve Account Amount as
of such date (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date), (iv) the Class B Letter of Credit Amount as
of such date and (v) the Class B Available Reserve Account Amount as of such
date (after giving effect to any deposits thereto and withdrawals and releases
therefrom on such date).


 


“Class
A Enhancement Deficiency” means, on any day, the amount by which the Class
A Adjusted Enhancement
Amount is less than the Class A Required Enhancement Amount.


 


“Class
A Ford Cash Collateral Account” has the meaning specified in Section
2.8(g) of this Series Supplement.


 


“Class
A Ford Cash Collateral Account Collateral” has the meaning specified in Section
2.8(a) of this Series Supplement.


 


“Class
A Ford Cash Collateral Percentage” means, as of any date of determination,
the percentage equivalent of a fraction, the numerator of which is the Class A
Available Ford Cash Collateral Account Amount as of such date and the
denominator of which is the Class A Ford Letter of Credit Liquidity Amount as
of such date.


 


“Class
A Ford Letter of Credit” means an irrevocable letter of credit,
substantially in the form of Exhibit B-1-2 to this Series Supplement and
otherwise in form and substance satisfactory to the Insurer, issued for the
account of Ford or an affiliate thereof by a Class A Eligible Ford Letter of
Credit Provider in favor of the Trustee for the benefit of the Series 2005-1
Noteholders; provided, however, that the Insurer agrees that any
Class A Letter of Credit that is in the form and substance of the Class A
Letter of Credit delivered to the Trustee on the Series 2005-1 Closing Date is
in form and substance satisfactory to the Insurer.


 


“Class
A Ford Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn on
such date


 


9





















 


under each Class A Ford Letter of Credit, as specified
therein, and (b) if a Class A Ford Cash Collateral Account has been established
and funded pursuant to Section 2.8 of this Series Supplement, the Class
A Available Ford Cash Collateral Account Amount on such date.


 


“Class
A Ford Letter of Credit Provider” means the issuer of a Class A Ford Letter
of Credit.


 


“Class
A Letter of Credit” means (i) a Class A Ford Letter of Credit or
(ii) an irrevocable letter of credit, substantially in the form of Exhibit
B-1-1 to this Series Supplement and otherwise in form and substance
satisfactory to the Insurer, issued by a Class A Eligible Letter of Credit
Provider in favor of the Trustee for the benefit of the Series 2005-1
Noteholders; provided, however, that the Insurer agrees that any
Class A Letter of Credit that is in the form and substance of the Class A
Letter of Credit delivered to the Trustee on the Series 2005-1 Closing Date is
in form and substance satisfactory to the Insurer.


 


“Class
A Letter of Credit Agreement” means the Class A Letter of Credit
Reimbursement Agreement and any other agreement pursuant to which a Class A
Letter of Credit is issued in favor of the Trustee for the benefit of the
Series 2005-1 Noteholders.


 


“Class
A Letter of Credit Amount” means, as of any date of determination, the sum
of the Class A Ford Letter of Credit Liquidity Amount on such date and the
Class A Non-Ford Letter of Credit Amount on such date.


 


“Class
A Letter of Credit Expiration Date” means, with respect to any Class A
Letter of Credit, the expiration date set forth in such Class A Letter of
Credit, as such date may be extended in accordance with the terms of such Class
A Letter of Credit.


 


“Class
A Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn on
such date under each Class A Letter of Credit, as specified therein, and (b) if
a Class A Cash Collateral Account has been established and funded pursuant to
Section 2.8 of this Series Supplement, the Class A Available Cash
Collateral Account Amount on such date.


 


“Class
A Letter of Credit Provider” means the issuer of a Class A Letter of
Credit.


 


“Class
A Letter of Credit Reimbursement Agreement” means any and each
reimbursement agreement providing for the reimbursement of a Class A Letter of
Credit Provider for draws under its Class A Letter of Credit, other than any
such reimbursement agreement between Ford and a Class A Ford Letter of Credit
Provider, as the same may be amended, restated, modified or supplemented from
time to time in accordance with its terms.


 


10





















 


“Class
A Liquidity Amount” means, as of any date of determination, the sum of (a)
the Class A Letter of Credit Liquidity Amount and (b) the Class A Available
Reserve Account Amount on such date (after giving effect to any deposits
thereto on such date).


 


“Class
A Liquidity Deficiency” means, as of any date of determination, the amount
by which the Class A Adjusted Liquidity Amount is less than the Class A
Required Liquidity Amount as of such date.


 


“Class
A Liquidity Surplus” means, with respect to any date of determination, the
excess, if any, of the Class A Adjusted Liquidity Amount over the Class A
Required Liquidity Amount, in each case, as of such date.


 


“Class
A LOC Credit Disbursement” means an amount drawn under a Class A Letter of
Credit pursuant to a Class A Certificate of Credit Demand.


 


“Class
A LOC Preference Payment Disbursement” means an amount drawn under a Class
A Letter of Credit pursuant to a Class A Certificate of Preference Payment
Demand.


 


“Class
A LOC Termination Disbursement” means an amount drawn under a Class A
Letter of Credit pursuant to a Class A Certificate of Termination Demand.


 


“Class
A LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class
A Letter of Credit pursuant to a Class A Certificate of Unpaid Demand Note
Demand.


 


“Class
A Mazda Vehicle Percentage Excess” means, as of any date of determination,
the excess, if any, of (x) the percentage equivalent of a fraction, the
numerator of which is the Mazda Amount and the denominator of which is the
Aggregate Asset Amount as of such date over (y) 10.00%; provided that on
any date of determination on which Mazda is a Bankrupt Manufacturer or a Top
Two Non-Investment Grade Manufacturer, the “Class A Mazda Vehicle Percentage
Excess” shall be zero.


 


“Class
A Monthly Interest” means, with respect to any Series 2005-1 Interest
Period, the sum of Class A-1 Monthly Interest, Class A-2 Monthly Interest,
Class A-3 Monthly Interest, Class A-4 Monthly Interest, Class A-5 Monthly
Interest and Class A-6 Monthly Interest for such Series 2005-1 Interest Period.


 


“Class
A Non-Eligible Vehicle Percentage” means, as of any date of determination,
the result of (x) the percentage equivalent of a fraction, the numerator of
which is the result of (i) the Non-Eligible Vehicle Amount minus the Bankrupt
Manufacturer Vehicle Amount (to the extent included in the Non-Eligible Vehicle
Amount), in each case as of such date plus (ii) the Non-Investment Grade
Eligible Program Manufacturer Vehicle Amount minus the Bankrupt Manufacturer
Vehicle Amount (to the extent included in the Non-Investment Grade Eligible
Program Manufacturer Vehicle Amount), in each case as of such date minus (iii)
the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount minus
the Bankrupt Manufacturer Vehicle


 


11





















 


Amount (to the extent included in the Top Two
Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount), in each case as
of such date minus (iv) the Top Two Non-Investment Grade EPM Amount minus the
Bankrupt Manufacturer Vehicle Amount (to the extent included in the Top Two
Non-Investment Grade EPM Amount), in each case as of such date and the denominator
of which is the Aggregate Asset Amount as of such date minus (y) the Class A
Non-Investment Grade Manufacturer Vehicle Percentage Excess minus (z) the Class
A Mazda Vehicle Percentage Excess.


 


“Class
A Non-Ford Cash Collateral Account” has the meaning specified in Section
2.8(g) of this Series Supplement.


 


“Class
A Non-Ford Cash Collateral Account Collateral” has the meaning specified in
Section 2.8(a) of this Series Supplement.


 


“Class
A Non-Ford Cash Collateral Percentage” means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Class A Available Non-Ford Cash Collateral Account Amount as of such
date and the denominator of which is the Class A Non-Ford Letter of Credit
Liquidity Amount as of such date.


 


“Class
A Non-Ford Letter of Credit” means each Class A Letter of Credit other than
a Class A Ford Letter of Credit.


 


“Class
A Non-Ford Letter of Credit Amount” means, as of any date of determination,
the lesser of (a) the sum of (i) the aggregate amount available to be drawn on
such date under the Class A Non-Ford Letters of Credit, as specified therein,
and (ii) if the Class A Non-Ford Cash Collateral Account has been established
and funded pursuant to Section 2.8 of this Series Supplement, the Class
A Available Non-Ford Cash Collateral Account Amount on such date and (b) the
outstanding principal amount of the Series 2005-1 Demand Note on such date.


 


“Class
A Non-Ford Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn on
such date under each Class A Non-Ford Letter of Credit, as specified therein,
and (b) if a Class A Non-Ford Cash Collateral Account has been established and
funded pursuant to Section 2.8 of this Series Supplement, the Class A
Available Non-Ford Cash Collateral Account Amount on such date.


 


“Class
A Non-Ford Letter of Credit Provider” means the issuer of a Class A
Non-Ford Letter of Credit.


 


12





















 


“Class
A Non-Investment Grade Manufacturer Vehicle Amount Excess” means, as of any
date of determination, the result of (i) the Non-Investment Grade Eligible
Program Manufacturer Vehicle Amount as of such date plus (ii) the
Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date
minus (iii) the Top Two Non-Investment Grade EPM Amount as of such date minus
(iv) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount
as of such date.


 


“Class
A Non-Investment Grade Manufacturer Vehicle Percentage Excess” means, as of
any date of determination, the excess, if any, of (x) the percentage equivalent
of a fraction, the numerator of which is the Class A Non-Investment Grade
Manufacturer Vehicle Amount Excess and the denominator of which is the
Aggregate Asset Amount as of such date over (y) the sum of (i) 30.00%, (ii) the
Class A Mazda Vehicle Percentage Excess and (iii) the Bankrupt Manufacturer
Vehicle Percentage.


 


“Class
A Noteholders” means, collectively, the Class A-1 Noteholders, the Class
A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders and the
Class A-5 Noteholders.


 


“Class
A Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes and the Class A-5 Notes.


 


“Class
A Notice of Reduction” means a notice in the form of Annex E to a Class A
Letter of Credit.


 


“Class
A Other Non-Investment Grade Manufacturer Vehicle Percentage” means, as of
any date of determination, the sum of (w) the percentage equivalent of a
fraction, the numerator of which is the sum of (i) the Top Two Non-Investment
Grade EPM Amount as of such date and (ii) the Top Two Non-Investment Grade
Manufacturer Non-Eligible Vehicle Amount as of such date and the denominator of
which is the Aggregate Asset Amount as of such date plus (x) the Class A
Non-Investment Grade Manufacturer Vehicle Percentage Excess plus (y) the Class
A Mazda Vehicle Percentage Excess plus (z) the Bankrupt Manufacturer Vehicle
Percentage.


 


“Class
A Outstanding Principal Amount” means, as of any date of determination, the
sum of the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding
Principal Amount, the Class A-3 Outstanding Principal Amount, the Class A-4
Outstanding Principal Amount, and the Class A-5 Outstanding Principal Amount,
in each case, as of such date.


 


“Class
A Overcollateralization Amount” means as of any date of determination, (i)
on which no Aggregate Asset Amount Deficiency exists, the Class A Required
Overcollateralization Amount as of such date or (ii) on which an Aggregate
Asset Amount Deficiency exists, the excess, if any, of the Class A Asset Amount
over the Class A Adjusted Principal Amount as of such date.


 


13





















 


“Class
A Percentage” shall mean a fraction expressed as a percentage, the
numerator of which is the Class A Principal Amount and the denominator of which
is the Series 2005-1 Principal Amount.


 


“Class
A Preference Amount” means any amount previously paid by Hertz pursuant to
the Series 2005-1 Demand Note and distributed to the Class A Noteholders in
respect of amounts owing under the Class A Notes that is recoverable or that
has been recovered as a voidable preference by the trustee in a bankruptcy
proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final
nonappealable order of a court having competent jurisdiction.


 


“Class
A Principal Amount” means, as of any date of determination, the sum of the
Class A-1 Principal Amount, the Class A-2 Principal Amount, the Class A-3
Principal Amount, the Class A-4 Principal Amount, and the Class A-5 Principal
Amount, in each case, as of such date.


 


“Class
A Principal Deficit Amount” means, on any date of determination, the
excess, if any, of (a) the Class A Adjusted Principal Amount on such date
(after giving effect to the distribution of the Monthly Total Principal
Allocation for the Related Month) over (b) the Class A Asset Amount on such
date; provided, however, the Class A Principal
Deficit Amount on any date that is prior to the Five-Year Notes Legal Final
Payment Date occurring during the period commencing on and including the date
of the filing by Hertz of a petition for relief under Chapter 11 of the
Bankruptcy Code to but excluding the date on which Hertz shall have resumed making
all payments of Monthly Variable Rent required to be made under the HVF Lease,
shall mean the excess, if any, of (x) the Class A Adjusted Principal Amount on
such date (after giving effect to the distribution of the Monthly Total
Principal Allocation for the Related Month) over (y) the sum of (1) the Class A Asset Amount on such date and (2) the
lesser of (a) the Series 2005-1 Liquidity Amount on such date and (b) the
Series 2005-1 Required Liquidity Amount on such date.


 


“Class
A Purchase Agreement” means that certain purchase agreement, dated December
15, 2005, among HVF, CCMG Acquisition Corporation and Lehman Brothers Inc., as
an initial purchaser, Deutsche Bank Securities Inc., as an initial purchaser,
Merrill Lynch Pierce, Fenner & Smith Incorporated, as an initial purchaser,
Goldman, Sachs & Co., as an initial purchaser, J.P. Morgan Securities Inc.,
as an initial purchaser, BNP Paribas, as an initial purchaser, Greenwich
Capital Markets, Inc., as an initial purchaser and Calyon Securities (USA) Inc.,
as an initial purchaser.


 


“Class
A Required Asset Amount” means, as of any date of determination, the sum of
the Class A Adjusted Principal Amount and the Class A Required
Overcollateralization Amount, in each case, as of such date.


 


“Class
A Required Asset Amount Percentage” means, as of any date of determination,
the percentage equivalent of a fraction, the numerator of which is the


 


14





















 


Class A Required Asset Amount and the denominator of which is the
Aggregate Required Asset Amount as of such date.


 


“Class
A Required Enhancement Amount” means, as of any date of determination, the
sum of (i) the product of the Class A Required Enhancement Percentage as of
such date and the Class A Adjusted Principal Amount as of such date and (ii)
the Class A Required Enhancement Incremental Amount as of such date; provided,
however, that, as of any date of determination after the occurrence of a
Series 2005-1 Limited Liquidation Event of Default, the Class A Required Enhancement
Amount shall equal the lesser of (x) the Class A Adjusted Principal Amount as
of such date and (y) the sum of (1) the product of the Class A Required
Enhancement Percentage as of such date of determination and the Class A
Adjusted Principal Amount as of the date of the occurrence of such Series
2005-1 Limited Liquidation Event of Default and (2) the Class A Required
Enhancement Incremental Amount as of such date of determination.


 


“Class
A Required Enhancement Incremental Amount” means


 


(i)            as of the Series 2005-1 Closing
Date, $0; and


 


(ii)           as of any date thereafter, the
product of (A) the Class A Required Asset Amount Percentage as of the
immediately preceding Business Day and (B) the sum of (1) the excess, if any,
of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to
the extent that an Event of Bankruptcy has occurred with respect to any of
Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles
(other than Non-Program Vehicles manufactured by any such Manufacturer as of
the date of the occurrence of such Event of Bankruptcy) manufactured by each
such Manufacturer for which an Event of Bankruptcy has occurred and any amounts
related to such HVF Vehicles due from such Manufacturer) over the Series 2005-1
Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business
Day, (2) the excess, if any, of the Hyundai Amount over the Series 2005-1
Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the
excess, if any, of the Jaguar Amount over the Series 2005-1 Maximum Jaguar
Amount as of such immediately preceding Business Day, (4) the excess, if any,
of the Kia Amount over the Series 2005-1 Maximum Kia Amount as of such
immediately preceding Business Day, (5) the excess, if any, of the Land Rover
Amount over the Series 2005-1 Maximum Land Rover Amount as of such immediately
preceding Business Day, (6) the excess, if any, of the Mazda Amount over the
Series 2005-1 Maximum Mazda Amount as of such immediately preceding Business Day,
(7) the excess, if any, of the Mitsubishi Amount over the Series 2005-1 Maximum
Mitsubishi Amount as of such immediately preceding Business Day, (8) the
excess, if any, of the Subaru Amount over the Series 2005-1 Maximum Subaru
Amount as of such immediately preceding Business Day, (9) the excess, if any,
of the Volvo Amount over the Series 2005-1 Maximum Volvo Amount as of such
immediately preceding Business Day, (10) the excess, if any, of the
Non-Eligible Manufacturer Amount over the Series 2005-1 Maximum Non-Eligible
Manufacturer Amount as of such immediately preceding Business Day, (11) the
excess, if any, of the Manufacturer Non-Eligible Vehicle Amount


 


15





















 


with respect to any Manufacturer (excluding from the
calculation thereof, to the extent that an Event of Bankruptcy has occurred
with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value
of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such
Manufacturer as of the date of the occurrence of such Event of Bankruptcy)
manufactured by each such Manufacturer for which an Event of Bankruptcy has
occurred and any amounts related to such HVF Vehicles due from such
Manufacturer) over the Series 2005-1 Maximum Manufacturer Non-Eligible Vehicle
Amount as of such immediately preceding Business Day, (12) the excess, if any,
of the Audi Amount over the Series 2005-1 Maximum Audi Amount as of such
immediately preceding Business Day, (13) the excess, if any of the BMW Amount over the Series 2005-1
Maximum BMW Amount as of such immediately preceding Business Day, (14) the
excess, if any of the Lexus Amount over the Series 2005-1 Maximum Lexus Amount
as of such immediately preceding Business Day, (15) the excess, if any of the
Mercedes Amount over the Series 2005-1 Maximum Mercedes Amount as of such
immediately preceding Business Day, (16) the excess, if any of the Aggregate
BMW/Lexus/Mercedes/Audi Amount over the Series 2005-1 Maximum Aggregate
BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day
and (17) the excess, if any of the HVF Service Vehicle Amount over the Series
2005-1 Maximum HVF Service Vehicle Amount as of such immediately preceding
Business Day. The Manufacturer Non-Eligible Vehicle Amounts with respect
to Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis
so that they will be considered as one Manufacturer for the purpose of the
calculation of the Series 2005-1 Maximum Manufacturer Non-Eligible Vehicle
Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of
Ford.


 


“Class
A Required Enhancement Percentage” means, as of any date of determination,
the sum of (i) the product of (A) the Class A Required Program Vehicle
Enhancement Percentage as of such date times (B) the Class A Eligible Program
Vehicle Percentage as of such date, (ii) the product of (A) the Class A
Required Non-Eligible Vehicle Enhancement Percentage as of such date times (B)
the BBB-/Baa3 EPM Vehicle Percentage Excess as of such date and (iii) the
greater of (a) the product of (A) 26.5% (or such lower percentage as may be
agreed to by the Issuer and the Rating Agencies subject to the Series 2005-1
Rating Agency Condition) and (B) the sum of (I) the Class A Non-Eligible
Vehicle Percentage as of such date and (II) the Class A Other Non-Investment
Grade Manufacturer Vehicle Percentage as of such date and (b) the sum of (I)
the product of (A) the Class A Required Non-Eligible Vehicle Enhancement
Percentage as of such date times (B) the Class A Non-Eligible Vehicle
Percentage as of such date and (II) the product of (A) the Class A Required
Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage as of
such date times (B) the Class A Other Non-Investment Grade Manufacturer Vehicle
Percentage as of such date.


 


“Class
A Required Liquidity Amount” means, as of any date of determination, an
amount equal to the product of (i) the Class A Required Liquidity Percentage as
of such date times (ii) the Class A Adjusted Principal Amount as of such date.


 


16





















 


“Class
A Required Liquidity Percentage” means, as of any date of determination,
3.75%.


 


“Class
A Required Non-Eligible Vehicle Enhancement Percentage” means, as of any
date of determination, the sum of (i) 20.00% (or such lower percentage as may
be agreed to by the Issuer and the Rating Agencies, subject to satisfaction of
the Series 2005-1 Rating Agency Condition) and (ii) an amount equal to 100%
minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average
for any Measurement Month within the preceding 12 calendar months (or such
fewer number of months as have elapsed since the Series 2005-1 Closing Date)
and (y) the lowest Market Value Average as of any Determination Date within the
preceding 12 calendar months (or such fewer number of months as have elapsed
since the Series 2005-1 Closing Date).


 


“Class
A Required Other Non-Investment Grade Manufacturer Vehicle Enhancement
Percentage” means, as of any date of determination, the sum of (i) 29.75%
(or such lower percentage as may be agreed to by HVF and the Rating Agencies,
subject to satisfaction of the Series 2005-1 Rating Agency Condition) and (ii)
an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle
Measurement Month Average for any Measurement Month within the preceding 12
calendar months (or such fewer number of months as have elapsed since the
Series 2005-1 Closing Date) and (y) the lowest Market Value Average as of any
Determination Date within the preceding 12 calendar months (or such fewer
number of months as have elapsed since the Series 2005-1 Closing Date).


 


“Class
A Required Overcollateralization Amount” means, as of any date of
determination, the excess, if any, of (a) the Class A Required Enhancement
Amount as of such date over (b) the sum of (i) the Class A Available Reserve
Account Amount as of such date (after giving effect to any deposits thereto and
withdrawals and releases therefrom on such date), (ii) the Class A Letter of Credit
Amount as of such date, (iii) the Class B Available Reserve Account Amount as
of such date (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date), and (iv) the Class B Letter of Credit Amount
as of such date.


 


“Class
A Required Program Vehicle Enhancement Percentage” means 15.00% (or such
lower percentage as may be agreed to by the Issuer and the Rating Agencies,
subject to satisfaction of the Series 2005-1 Rating Agency Condition).


 


“Class A Required Reserve Account Amount” means,
with respect to any date of determination, an amount equal to the greatest of
(a) the excess, if any, of the Class A Required Liquidity Amount over the Class
A Letter of Credit Liquidity Amount, in each case, as of such date, excluding
from the calculation thereof the amount available to be drawn under any Class A
Letter of Credit if at the time of such calculation (A) such Class A Letter of
Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall
have occurred with respect to the Class A Letter of Credit Provider of such
Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have
repudiated such Class A Letter of Credit or failed to honor a draw thereon made
in accordance with the


 


17





















 


terms thereof or (D) a Class A
Downgrade Event shall have occurred and be continuing for at least 30 days with
respect to the Series 2005-1 Letter of Credit Provider of such Class A Letter
of Credit, (b) the excess, if any, of the Class A Required Enhancement Amount
over the Class A Adjusted Enhancement
Amount (excluding therefrom the Class A Available Reserve Account Amount), in
each case, as of such date and (c) the excess, if any, of the Class B Required
Enhancement Amount over the Class B Enhancement Amount, in each case, as of
such date.


 


“Class A Reserve Account” has the meaning
specified in Section 2.7(a) of this Series Supplement.


 


“Class A Reserve Account Collateral” has the
meaning specified in Section 2.7(d) of this Series Supplement.


 


“Class A Reserve Account Surplus” means, with
respect to any date of determination, the excess, if any, of the Class A
Available Reserve Account Amount (after giving effect to any deposits thereto
and withdrawals and releases therefrom on such date) over the Class A Required
Reserve Account Amount, in each case, as of such date.


 


“Class
A-1 Carryover Controlled Amortization Amount” means, with respect to the
Class A-1 Notes for any Related Month during the Three-Year Notes Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation for the previous Related Month allocated to pay the
Class A-1 Controlled Distribution Amount was less than the Class A-1 Controlled
Distribution Amount for the previous Related Month; provided, however,
that for the first Related Month in the Three-Year Notes Controlled
Amortization Period, the Class A-1 Carryover Controlled Amortization Amount
shall be zero.


 


“Class
A-1 Controlled Amortization Amount” means (i) for any Related Month other
than the last Related Month during the Three-Year Notes Controlled Amortization
Period, $83,333,333.33 and (ii) for the last Related Month during the
Three-Year Notes Controlled Amortization Period, $83,333,333.35.


 


“Class
A-1 Controlled Distribution Amount” means, with respect to any Related
Month during the Three-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class A-1 Controlled Amortization Amount for such
Related Month and any Class A-1 Carryover Controlled Amortization Amount for
such Related Month.


 


“Class
A-1 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
A-1 Initial Principal Amount” means the aggregate initial principal amount of
the Class A-1 Notes, which is $500,000,000.


 


18





















 


“Class
A-1 Monthly Interest” means, with respect to any Series 2005-1 Interest
Period, an amount equal to the product of (i) the Class A-1 Note Rate for such
Series 2005-1 Interest Period, (ii) the Class A-1 Principal Amount on the first
day of such Series 2005-1 Interest Period, after giving effect to any principal
payments made on such date, or, in the case of the initial Series 2005-1
Interest Period, the Class A-1 Initial Principal Amount and (iii) a fraction,
the numerator of which is the number of days in such Series 2005-1 Interest
Period and the denominator of which is 360.


 


“Class
A-1 Note Rate” means, (i) with respect to the initial Series 2005-1 Interest
Period, 4.52% per annum and (ii) with respect to each Series 2005-1 Interest
Period thereafter, a rate per annum equal to One-Month LIBOR for such Series
2005-1 Interest Period plus 0.14% per annum.


 


“Class
A-1 Noteholder” means the Person in whose name a Class A-1 Note is
registered in the Note Register.


 


“Class
A-1 Notes” means any one of the Series 2005-1 Floating Rate Rental Car
Asset Backed Notes, Class A-1, executed by HVF and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-1-1, Exhibit
A-1-2 or Exhibit A-1-3. Definitive Class A-1 Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of Section
2.13 of the Base Indenture.


 


“Class
A-1 Outstanding Principal Amount” means, when used with respect to any
date, an amount equal to (a) the Class A-1 Initial Principal Amount minus (b)
the amount of principal payments made to Class A-1 Noteholders on or prior to
such date.


 


“Class
A-1 Principal Amount” means when used with respect to any date, an amount
equal to the Class A-1 Outstanding Principal Amount as of such date plus the
sum of (a) the amount of any principal payments made to Class A-1 Noteholders
on or prior to such date with the proceeds of a demand on the Insurance Policy
and (b) the amount of any principal payments made to Class A-1 Noteholders,
including any principal payments made to the Insurer, that have been rescinded
or otherwise returned by the Class A-1 Noteholders or the Insurer for any
reason.


 


“Class
A-2 Carryover Controlled Amortization Amount” means, with respect to the
Class A-2 Notes for any Related Month during the Four-Year Notes Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation for the previous Related Month allocated to pay the
Class A-2 Controlled Distribution Amount was less than the Class A-2 Controlled
Distribution Amount for the previous Related Month; provided, however,
that for the first Related Month in the Four-Year Notes Controlled Amortization
Period, the Class A-2 Carryover Controlled Amortization Amount shall be zero.


 


“Class
A-2 Controlled Amortization Amount” means (i) for any Related Month other
than the last Related Month during the Four-Year Notes Controlled


 


19





















 


Amortization Period, $45,833,333.33 and (ii) for the
last Related Month during the Four-Year Notes Controlled Amortization Period,
$45,833,333.35.


 


“Class
A-2 Controlled Distribution Amount” means, with respect to any Related
Month during the Four-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class A-2 Controlled Amortization Amount for such
Related Month and any Class A-2 Carryover Controlled Amortization Amount for
such Related Month.


 


“Class
A-2 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
A-2 Initial Principal Amount” means the aggregate initial principal amount
of the Class A-2 Notes, which is $275,000,000.


 


“Class
A-2 Monthly Interest” means, with respect to any Series 2005-1 Interest
Period, an amount equal to the product of (i) the Class A-2 Note Rate for such
Series 2005-1 Interest Period, (ii) the Class A-2 Principal Amount on the first
day of such Series 2005-1 Interest Period, after giving effect to any principal
payments made on such date, or, in the case of the initial Series 2005-1
Interest Period, the Class A-2 Initial Principal Amount and (iii) a fraction,
the numerator of which is the number of days in such Series 2005-1 Interest
Period and the denominator of which is 360.


 


“Class
A-2 Note Rate” means, (i) with respect to the initial Series 2005-1
Interest Period, 4.58% per annum and (ii) with respect to each Series 2005-1
Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such
Series 2005-1 Interest Period plus 0.20% per annum.


 


“Class
A-2 Noteholder” means the Person in whose name a Class A-2 Note is
registered in the Note Register.


 


“Class
A-2 Notes” means any one of the Series 2005-1 Floating Rate Rental Car
Asset Backed Notes, Class A-2, executed by HVF and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit
A-2-2 or Exhibit A-2-3. Definitive Class A-2 Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of Section
2.13 of the Base Indenture.


 


“Class
A-2 Outstanding Principal Amount” means, when used with respect to any
date, an amount equal to (a) the Class A-2 Initial Principal Amount minus (b)
the amount of principal payments made to Class A-2 Noteholders on or prior to
such date.


 


“Class
A-2 Principal Amount” means when used with respect to any date, an amount
equal to the Class A-2 Outstanding Principal Amount as of such date plus the
sum of (a) the amount of any principal payments made to Class A-2 Noteholders
on or prior to such date with the proceeds of a demand on the Insurance Policy
and (b) the


 


20





















 


amount of any principal payments made to Class A-2 Noteholders,
including any principal payments made to the Insurer, that have been rescinded
or otherwise returned by the Class A-2 Noteholders or the Insurer for any
reason.


 


“Class
A-3 Carryover Controlled Amortization Amount” means, with respect to the
Class A-3 Notes for any Related Month during the Four-Year Notes Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation for the previous Related Month allocated to pay the
Class A-3 Controlled Distribution Amount was less than the Class A-3 Controlled
Distribution Amount for the previous Related Month; provided, however,
that for the first Related Month in the Four-Year Notes Controlled Amortization
Period, the Class A-3 Carryover Controlled Amortization Amount shall be zero.


 


“Class
A-3 Controlled Amortization Amount” means (i) for any Related Month other
than the last Related Month during the Four-Year Notes Controlled Amortization
Period, $16,666,666.66 and (ii) for the last Related Month during the Four-Year
Notes Controlled Amortization Period, $16,666,666.70.


 


“Class
A-3 Controlled Distribution Amount” means, with respect to any Related
Month during the Four-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class A-3 Controlled Amortization Amount for such
Related Month and any Class A-3 Carryover Controlled Amortization Amount for
such Related Month.


 


“Class
A-3 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
A-3 Initial Principal Amount” means the aggregate initial principal amount
of the Class A-3 Notes, which is $100,000,000.


 


“Class
A-3 Monthly Interest” means, (a) with respect to the initial Series 2005-1
Interest Period, an amount equal to the product of (i) the Class A-3 Note Rate,
(ii) the Class A-3 Initial Principal Amount and (iii) 34/360 and (b) with
respect to any other Series 2005-1 Interest Period, an amount equal to the
product of (i) one-twelfth of the Class A-3 Note Rate and (ii) the Class A-3
Principal Amount on the first day of such Series 2005-1 Interest Period, after
giving effect to any principal payments made on such date.


 


“Class
A-3 Note Rate” means 5.01% per annum.


 


“Class
A-3 Noteholder” means the Person in whose name a Class A-4 Note is
registered in the Note Register.


 


“Class
A-3 Notes” means any one of the Series 2005-1 5.01% Rental Car Asset Backed
Notes, Class A-3, executed by HVF and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-3-1, Exhibit A-3-2
or Exhibit A-3-3.


 


21





















 


Definitive Class A-3 Notes shall have such insertions
and deletions as are necessary to give effect to the provisions of Section
2.13 of the Base Indenture.


 


“Class
A-3 Outstanding Principal Amount” means, when used with respect to any
date, an amount equal to (a) the Class A-3 Initial Principal Amount minus (b)
the amount of principal payments made to Class A-3 Noteholders on or prior to
such date.


 


“Class
A-3 Principal Amount” means when used with respect to any date, an amount
equal to the Class A-3 Outstanding Principal Amount as of such date plus the
sum of (a) the amount of any principal payments made to Class A-3 Noteholders
on or prior to such date with the proceeds of a demand on the Insurance Policy
and (b) the amount of any principal payments made to Class A-3 Noteholders,
including any principal payments made to the Insurer, that have been rescinded
or otherwise returned by the Class A-3 Noteholders or the Insurer for any
reason.


 


“Class
A-4 Carryover Controlled Amortization Amount” means, with respect to the
Class A-4 Notes for any Related Month during the Five-Year Notes Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation for the previous Related Month allocated to pay the
Class A-4 Controlled Distribution Amount was less than the Class A-4 Controlled
Distribution Amount for the previous Related Month; provided, however,
that for the first Related Month in the Five-Year Notes Controlled Amortization
Period, the Class A-4 Carryover Controlled Amortization Amount shall be zero.


 


“Class
A-4 Controlled Amortization Amount” means (i) for any Related Month other
than the last Related Month during the Five-Year Notes Controlled Amortization
Period, $191,666,666.66 and (ii) for the last Related Month during the
Five-Year Notes Controlled Amortization Period, $191,666,666.70.


 


“Class
A-4 Controlled Distribution Amount” means, with respect to any Related
Month during the Five-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class A-4 Controlled Amortization Amount for such
Related Month and any Class A-4 Carryover Controlled Amortization Amount for
such Related Month.


 


“Class
A-4 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
A-4 Initial Principal Amount” means the aggregate initial principal amount
of the Class A-4 Notes, which is $1,150,000,000.


 


“Class
A-4 Monthly Interest” means, with respect to any Series 2005-1 Interest
Period, an amount equal to the product of (i) the Class A-4 Note Rate for such
Series 2005-1 Interest Period, (ii) the Class A-4 Principal Amount on the first
day of such Series 2005-1 Interest Period, after giving effect to any principal
payments made on such


 


22





















 


date, or, in the case of the initial Series 2005-1
Interest Period, the Class A-4 Initial Principal Amount and (iii) a fraction,
the numerator of which is the number of days in such Series 2005-1 Interest
Period and the denominator of which is 360.


 


“Class
A-4 Note Rate” means, (i) with respect to the initial Series 2005-1
Interest Period, 4.63% per annum and (ii) with respect to each Series 2005-1
Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such
Series 2005-1 Interest Period plus 0.25% per annum.


 


“Class
A-4 Noteholder” means the Person in whose name a Class A-4 Note is
registered in the Note Register.


 


“Class
A-4 Notes” means any one of the Series 2005-1 Floating Rate Rental Car
Asset Backed Notes, Class A-4, executed by HVF and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-4-1, Exhibit
A-4-2 or Exhibit A-4-3. Definitive Class A-4 Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of Section
2.13 of the Base Indenture.


 


“Class
A-4 Outstanding Principal Amount” means, when used with respect to any
date, an amount equal to (a) the Class A-4 Initial Principal Amount minus (b)
the amount of principal payments made to Class A-4 Noteholders on or prior to
such date.


 


“Class
A-4 Principal Amount” means when used with respect to any date, an amount
equal to the Class A-4 Outstanding Principal Amount as of such date plus the
sum of (a) the amount of any principal payments made to Class A-4 Noteholders
on or prior to such date with the proceeds of a demand on the Insurance Policy
and (b) the amount of any principal payments made to Class A-4 Noteholders,
including any principal payments made to the Insurer, that have been rescinded
or otherwise returned by the Class A-4 Noteholders or the Insurer for any
reason.


 


“Class
A-5 Carryover Controlled Amortization Amount” means, with respect to the
Class A-5 Notes for any Related Month during the Five-Year Notes Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation for the previous Related Month allocated to pay the
Class A-5 Controlled Distribution Amount was less than the Class A-5 Controlled
Distribution Amount for the previous Related Month; provided, however,
that for the first Related Month in the Five-Year Notes Controlled Amortization
Period, the Class A-5 Carryover Controlled Amortization Amount shall be zero.


 


“Class
A-5 Controlled Amortization Amount” means (i) for any Related Month other
than the last Related Month during the Five-Year Notes Controlled Amortization
Period, $20,833,333.33 and (ii) for the last Related Month during the Five-Year
Notes Controlled Amortization Period, $20,833,333.35.


 


23





















 


“Class
A-5 Controlled Distribution Amount” means, with respect to any Related
Month during the Five-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class A-5 Controlled Amortization Amount for such
Related Month and any Class A-5 Carryover Controlled Amortization Amount for
such Related Month.


 


“Class
A-5 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
A-5 Initial Principal Amount” means the aggregate initial principal amount
of the Class A-5 Notes, which is $125,000,000.


 


“Class
A-5 Monthly Interest” means, (a) with respect to the initial Series 2005-1
Interest Period, an amount equal to the product of (i) the Class A-5 Note Rate,
(ii) the Class A-5 Initial Principal Amount and (iii) 34/360 and (b) with
respect to any other Series 2005-1 Interest Period, an amount equal to the
product of (i) one-twelfth of the Class A-5 Note Rate and (ii) the Class A-5 Principal
Amount on the first day of such Series 2005-1 Interest Period, after giving
effect to any principal payments made on such date.


 


“Class
A-5 Note Rate” means 5.08% per annum.


 


“Class
A-5 Noteholder” means the Person in whose name a Class A-5 Note is
registered in the Note Register.


 


“Class
A-5 Notes” means any one of the Series 2005-1 5.08% Rental Car Asset Backed
Notes, Class A-5, executed by HVF and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-5-1, Exhibit A-5-2
or Exhibit A-5-3. Definitive Class A-5 Notes shall have such insertions
and deletions as are necessary to give effect to the provisions of Section
2.13 of the Base Indenture.


 


“Class
A-5 Outstanding Principal Amount” means, when used with respect to any
date, an amount equal to (a) the Class A-5 Initial Principal Amount minus (b)
the amount of principal payments made to Class A-5 Noteholders on or prior to
such date.


 


“Class
A-5 Principal Amount” means when used with respect to any date, an amount
equal to the Class A-5 Outstanding Principal Amount as of such date plus the
sum of (a) the amount of any principal payments made to Class A-5 Noteholders
on or prior to such date with the proceeds of a demand on the Insurance Policy
and (b) the amount of any principal payments made to Class A-5 Noteholders,
including any principal payments made to the Insurer, that have been rescinded
or otherwise returned by the Class A-5 Noteholders or the Insurer for any
reason.


 


“Class
B Adjusted Enhancement Amount” means, the Class B Enhancement Amount,
excluding from the calculation thereof the amount available to be


 


24





















 


drawn under any Class B Letter of Credit if at the
time of such calculation (A) such Class B Letter of Credit shall not be in full
force and effect, (B) an Event of Bankruptcy shall have occurred with respect
to the Class B Letter of Credit Provider of such Class B Letter of Credit or
(C) such Class B Letter of Credit Provider shall have repudiated such Class B
Letter of Credit or failed to honor a draw thereon made in accordance with the
terms thereof.


 


“Class
B Adjusted Liquidity Amount” means, the Class B Liquidity Amount, excluding
from the calculation thereof the amount available to be drawn under any Class B
Letter of Credit if at the time of such calculation (A) such Class B Letter of
Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall
have occurred with respect to the Class B Letter of Credit Provider of such
Class B Letter of Credit or (C) such Class B Letter of Credit Provider shall
have repudiated such Class B Letter of Credit or failed to honor a draw thereon
made in accordance with the terms thereof.


 


“Class
B Adjusted Principal Amount” means, as of any date of determination, the
excess, if any, of (A) the Class B Principal Amount as of such date over (B)
the excess, if any, of (I) the sum of (1) the amount of cash and Permitted
Investments on deposit in the Series 2005-1 Excess Collection Account and (2)
the amount of cash and Permitted Investments on deposit in the Series 2005-1
Collection Account and available for reduction of the Series 2005-1 Principal
Amount, in each case, as of such date over (II) the Class A Principal Amount as
of such date.


 


“Class
B Available Cash Collateral Account Amount” means, as of any date of
determination, the sum of (a) the Class B Available Ford Cash Collateral
Account Amount and (b) the Class B Available Non-Ford Cash Collateral Account
Amount.


 


“Class
B Available Ford Cash Collateral Account Amount” means, as of any date of
determination, the amount on deposit in the Class B Ford Cash Collateral
Account (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date).


 


“Class
B Available Non-Ford Cash Collateral Account Amount” means, as of any date
of determination, the amount on deposit in the Class B Non-Ford Cash Collateral
Account (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date).


 


“Class
B Available Reserve Account Amount” means, as of any date of determination,
the amount on deposit in the Class B Reserve Account.


 


“Class
B Cash Collateral Account” means a Class B Ford Cash Collateral Account
and/or a Class B Non-Ford Cash Collateral Account, as the context may require.


 


25





















 


“Class
B Cash Collateral Account Interest and Earnings” means with respect to a
Class B Cash Collateral Account all interest and earnings (net of losses and
investment expenses) paid on funds on deposit in such Class B Cash Collateral
Account.


 


“Class
B Cash Collateral Account Surplus” means, with respect to any Payment Date,
the lesser of (a) the sum of (x) the Class B Available Ford Cash Collateral
Account Amount and (y) the Class B Available Non-Ford Cash Collateral Account
Amount and (b) the least of (i) the excess, if any, of the Class B Adjusted
Enhancement Amount (after giving effect to any withdrawal from the Class A
Reserve Account and the Class B Reserve Account and any drawings under the
Class A Letters of Credit (or any withdrawals from a Class A Cash Collateral
Account, if any) and under the Class B Letters of Credit, in each case, on such
Payment Date) over the Class B Required Enhancement Amount on such Payment Date
and (ii) the excess, if any, of the Class B Adjusted Liquidity Amount (after
giving effect to any withdrawal from the Class B Reserve Account on such
Payment Date) over the Class B Required Liquidity Amount on such Payment Date.


 


“Class
B Certificate of Credit Demand” means a certificate in the form of Annex A
to a Class B Letter of Credit.


 


“Class
B Certificate of Preference Payment Demand” means a certificate in the form
of Annex C to a Class B Letter of Credit.


 


“Class
B Certificate of Termination Demand” means a certificate in the form of
Annex D to a Class B Letter of Credit.


 


“Class
B Certificate of Unpaid Demand Note Demand” means a certificate in the form
of Annex B to Class B Letter of Credit.


 


“Class
B Deficiency Amount” means a Class B-1 Deficiency Amount, a Class B-2
Deficiency Amount, a Class B-3 Deficiency Amount, a Class B-4 Deficiency
Amount, a Class B-5 Deficiency Amount or a Class B-6 Deficiency Amount.


 


“Class
B Disbursement” shall mean any Class B LOC Credit Disbursement, any
Class B LOC Preference Payment Disbursement, any Class B LOC
Termination Disbursement or any Class B LOC Unpaid Demand Note
Disbursement under the Class B Letters of Credit or any combination thereof, as
the context may require.


 


“Class
B Downgrade Event” has the meaning specified in Section 2.14(c) of
this Series Supplement.


 


“Class
B Eligible Ford Letter of Credit Provider” means, for so long as any Class
A Notes are Outstanding, a Class A Eligible Ford Letter of Credit Provider, and
if no Class A Notes are Outstanding, a Person having, at the time of the
issuance of the related Class B Ford Letter of Credit, a long-term senior
unsecured debt rating (or the


 


26





















 


equivalent thereof in the case of Moody’s or Standard
& Poor’s , as applicable) of at least “A+” from Standard & Poor’s and
at least “A1” from Moody’s and a short-term senior unsecured debt rating of at
least “A-1” from Standard & Poor’s and “P-1” from Moody’s.


 


“Class
B Eligible Letter of Credit Provider” means, for so long as any Class A
Notes are Outstanding, a Class A Eligible Letter of Credit Provider, and if no
Class A Notes are Outstanding, a Person having, at the time of the issuance of
the related Class B Letter of Credit, a long-term senior unsecured debt rating (or
the equivalent thereof in the case of Moody’s or Standard & Poor’s, as
applicable) of at least “A+” from Standard & Poor’s and at least “A1” from
Moody’s and a
short-term senior unsecured debt rating of at least “A-1” from Standard &
Poor’s and “P-1” from Moody’s.


 


“Class
B Enhancement Amount” means, as of any date of determination, the sum of
(i) the Class B Overcollateralization Amount as of such date, (ii) the Class B
Letter of Credit Amount as of such date, (iii) the Class A Letter of Credit
Amount as of such date, (iv) the Class B Available Reserve Account Amount as of
such date (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date) and (v) the Class A Available Reserve Account
Amount as of such date (after giving effect to any deposits thereto and
withdrawals and releases therefrom on such date).


 


“Class
B Enhancement Deficiency” means, on any day, the amount by which the Class
B Adjusted Enhancement Amount is less than the Class B Required Enhancement
Amount.


 


“Class
B Ford Cash Collateral Account” has the meaning specified in Section
2.14(g) of this Series Supplement.


 


“Class
B Ford Cash Collateral Account Collateral” has the meaning specified in Section
2.14(a) of this Series Supplement.


 


“Class
B Ford Cash Collateral Percentage” means, as of any date of determination,
the percentage equivalent of a fraction, the numerator of which is the Class B
Available Ford Cash Collateral Account Amount as of such date and the
denominator of which is the Class B Ford Letter of Credit Liquidity Amount as
of such date.


 


“Class
B Ford Letter of Credit” means an irrevocable letter of credit,
substantially in the form of Exhibit B-2-2 to this Series Supplement,
issued for the account of Ford or an affiliate thereof by a Class B Eligible
Ford Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-1 Noteholders.


 


“Class
B Ford Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn on
such date under each Class B Ford Letter of Credit, as specified therein, and
(b) if a Class B Ford Cash Collateral Account has been established and funded
pursuant to Section 2.8 of this


 


27





















 


Series Supplement, the Class B Available Ford Cash
Collateral Account Amount on such date.


 


“Class
B Ford Letter of Credit Provider” means the issuer of a Class B Ford Letter
of Credit.


 


“Class
B Letter of Credit” means (i) a Class B Ford Letter of Credit or (ii)
a Class B Non-Ford Letter of Credit.


 


“Class
B Letter of Credit Amount” means, as of any date of determination, the sum
of the Class B Ford Letter of Credit Liquidity Amount on such date and the
Class B Non-Ford Letter of Credit Amount on such date.


 


“Class
B Letter of Credit Expiration Date” means, with respect to any Class B
Letter of Credit, the expiration date set forth in such Class B Letter of
Credit, as such date may be extended in accordance with the terms of such Class
B Letter of Credit.


 


“Class
B Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn on
such date under each Class B Letter of Credit, as specified therein, and (b) if
a Class B Cash Collateral Account has been established and funded pursuant to Section
2.14 of this Series Supplement, the Class B Available Cash Collateral
Account Amount on such date.


 


“Class
B Letter of Credit Provider” means the issuer of a Class B Letter of
Credit.


 


“Class
B Letter of Credit Reimbursement Agreement” means any and each
reimbursement agreement providing for the reimbursement of a Class B Letter of
Credit Provider for draws under its Class B Letter of Credit, other than any such reimbursement agreement
between Ford and a Class B Ford Letter of Credit Provider, as the same may be
amended, restated, modified or supplemented from time to time in accordance
with its terms.


 


“Class
B Liquidity Amount” means, as of any date of determination, the sum of (a)
the Class B Letter of Credit Liquidity Amount and (b) the Class B Available
Reserve Account Amount on such date (after giving effect to any deposits
thereto on such date).


 


“Class B Liquidity Deficiency” means, as of any
date of determination, the amount by which the Class B Adjusted Liquidity
Amount is less than the Class B Required Liquidity Amount as of such date.


 


“Class B Liquidity Surplus” means, with respect
to any date of determination, the excess, if any, of the Class B Adjusted
Liquidity Amount over the Class B Required Liquidity Amount, in each case, as
of such date.


 


28





















 


“Class
B LOC Credit Disbursement” means an amount drawn under a Class B Letter of
Credit pursuant to a Class B Certificate of Credit Demand.


 


“Class
B LOC Preference Payment Disbursement” means an amount drawn under a Class
B Letter of Credit pursuant to a Class B Certificate of Preference Payment
Demand.


 


“Class
B LOC Termination Disbursement” means an amount drawn under a Class B
Letter of Credit pursuant to a Class B Certificate of Termination Demand.


 


“Class
B LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class
B Letter of Credit pursuant to a Class B Certificate of Unpaid Demand Note
Demand.


 


“Class
B Monthly Interest” means, with respect to any Series 2005-1 Interest
Period, the sum of Class B-1 Monthly Interest, Class B-2 Monthly Interest,
Class B-3 Monthly Interest, Class B-4 Monthly Interest, Class B-5 Monthly
Interest and Class B-6 Monthly Interest for such Series 2005-1 Interest Period.


 


“Class
B Non-Ford Cash Collateral Account” has the meaning specified in Section
2.14(g) of this Series Supplement.


 


“Class
B Non-Ford Cash Collateral Account Collateral” has the meaning specified in
Section 2.14(a) of this Series Supplement.


 


“Class
B Non-Ford Cash Collateral Percentage” means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Class B Available Non-Ford Cash Collateral Account Amount as of such
date and the denominator of which is the Class B Non-Ford Letter of Credit
Liquidity Amount as of such date.


 


“Class
B Non-Ford Letter of Credit” means an irrevocable letter of credit,
substantially in the form of Exhibit B-2-1 to this Series Supplement,
issued by a Class B Eligible Letter of Credit Provider in favor of the Trustee
for the benefit of the Series
2005-1 Noteholders, other than a Class B Ford Letter of Credit.


 


“Class
B Non-Ford Letter of Credit Amount” means, as of any date of determination,
the lesser of (a) the sum of (i) the aggregate amount available to be drawn on
such date under the Class B Non-Ford Letters of Credit, as specified therein,
and (ii) if a Class B Non-Ford Cash Collateral Account has been established and
funded pursuant to Section 2.14 of this Series Supplement, the Class B
Available Non-Ford Cash Collateral Account Amount on such date and (b) the
result of (x) the outstanding principal amount of the Series 2005-1 Demand Note
on such date minus (y) the Class A Non-Ford Letter of Credit Amount.


 


29





















 


“Class
B Non-Ford Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn on
such date under each Class B Non-Ford Letter of Credit, as specified therein,
and (b) if a Class B Non-Ford Cash Collateral Account has been established and
funded pursuant to Section 2.8 of this Series Supplement, the Class B
Available Non-Ford Cash Collateral Account Amount on such date.


 


“Class
B Non-Ford Letter of Credit Provider” means the issuer of a Class B
Non-Ford Letter of Credit.


 


“Class
B Noteholders” means, collectively, the Class B-1 Noteholders, the Class
B-2 Noteholders, the Class B-3 Noteholders, the Class B-4 Noteholders, the
Class B-5 Noteholders and the Class B-6 Noteholders.


 


“Class
B Notes” means, collectively, the Class B-1 Notes, the Class B-2 Notes, the
Class B-3 Notes, the Class B-4 Notes, the Class B-5 Notes and the Class B-6
Notes.


 


“Class
B Notes Term Sheet” means with respect to each issuance of Class B Notes,
the supplemental term sheet substantially in the form of Annex A to this
Series Supplement setting forth the terms with respect to the Class B Notes
being issued.


 


“Class
B Notice of Reduction” means a notice in the form of Annex E to a Class B
Letter of Credit.


 


“Class
B Overcollateralization Amount” means as of any date of determination, (i)
on which no Aggregate Asset Amount Deficiency exists, the Class B Required
Overcollateralization Amount as of such date or (ii) on which an Aggregate
Asset Amount Deficiency exists, the excess, if any, of the Series 2005-1 Asset
Amount over the Series 2005-1 Adjusted Principal Amount, in each case as of
such date.


 


“Class
B Percentage” shall mean a fraction expressed as a percentage, the numerator
of which is the Class B Principal Amount and the denominator of which is the
Series 2005-1 Principal Amount.


 


“Class
B Preference Amount” means any amount previously paid by Hertz pursuant to
the Series 2005-1 Demand Note and distributed to the Class B Noteholders in
respect of amounts owing under the Class B Notes that is recoverable or that
has been recovered as a voidable preference by the trustee in a bankruptcy
proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final
nonappealable order of a court having competent jurisdiction.


 


“Class
B Principal Amount” means, as of any date of determination, the sum of the
Class B-1 Principal Amount, the Class B-2 Principal Amount, the Class B-3
Principal Amount, the Class B-4 Principal Amount, the Class B-5 Principal
Amount and the Class B-6 Principal Amount as of such date.


 


30





















 


“Class
B Purchase Agreement” shall have the meaning with respect to any Class B
Note specified in the related Class B Notes Term Sheet.


 


“Class
B Required Enhancement Amount” means, as of any date of determination, the
sum of (i) the product of the Class B Required Enhancement Percentage as of
such date and the Series 2005-1 Adjusted Principal Amount as of such date and (ii)
the Class B Required Enhancement Incremental Amount as of such date; provided,
however, that, as of any date of determination after the occurrence of a
Series 2005-1 Limited Liquidation Event of Default, the Class B Required
Enhancement Amount shall equal the lesser of (x) the Series 2005-1 Adjusted
Principal Amount as of such date and (y) the sum of (l) the product of the
Class B Required Enhancement Percentage as of such date of determination and
the Series 2005-1 Adjusted Principal Amount as of the date of the occurrence of
such Series 2005-1 Limited Liquidation Event of Default and (2) the Class B
Required Enhancement Incremental Amount as of such date of determination.


 


“Class
B Required Enhancement Incremental Amount” means


 


(i)            as
of the Series 2005-1 Closing Date, $0; and


 


(ii)           as
of any date thereafter, the product of (A) the Series 2005-1 Required Asset
Amount Percentage as of the immediately preceding Business Day and (B) the sum
of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from
the calculation thereof, to the extent that an Event of Bankruptcy has occurred
with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value
of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such
Manufacturer as of the date of the occurrence of such Event of Bankruptcy)
manufactured by each such Manufacturer for which an Event of Bankruptcy has
occurred and any amounts related to such HVF Vehicles due from such
Manufacturer) over the Series 2005-1 Maximum Non-Eligible Vehicle Amount as of
such immediately preceding Business Day, (2) the excess, if any, of the Hyundai
Amount over the Series 2005-1 Maximum Hyundai Amount as of such immediately
preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the
Series 2005-1 Maximum Jaguar Amount as of such immediately preceding Business
Day, (4) the excess, if any, of the Kia Amount over the Series 2005-1 Maximum
Kia Amount as of such immediately preceding Business Day, (5) the excess, if
any, of the Land Rover Amount over the Series 2005-1 Maximum Land Rover Amount
as of such immediately preceding Business Day, (6) the excess, if any, of the
Mazda Amount over the Series 2005-1 Maximum Mazda Amount as of such immediately
preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over
the Series 2005-1 Maximum Mitsubishi Amount as of such immediately preceding
Business Day, (8) the excess, if any, of the Subaru Amount over the Series
2005-1 Maximum Subaru Amount as of such immediately preceding Business Day, (9)
the excess, if any, of the Volvo Amount over the Series 2005-1 Maximum Volvo
Amount as of such immediately


 


31





















 


preceding
Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount
over the Series 2005-1 Maximum Non-Eligible Manufacturer Amount as of such
immediately preceding Business Day, (11) the excess, if any, of the
Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer
(excluding from the calculation thereof, to the extent that an Event of
Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and
Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles
manufactured by any such Manufacturer as of the date of the occurrence of such
Event of Bankruptcy) manufactured by each such Manufacturer for which an Event
of Bankruptcy has occurred and any amounts related to such HVF Vehicles due
from such Manufacturer) over the Series 2005-1 Maximum Manufacturer
Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12)
the excess, if any, of the Audi Amount over the Series 2005-1 Maximum Audi
Amount as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount
over the Series 2005-1 Maximum BMW Amount as of such immediately preceding
Business Day, (14) the excess, if any of the Lexus Amount over the Series
2005-1 Maximum Lexus Amount as of such immediately preceding Business Day, (15)
the excess, if any of the Mercedes Amount over the Series 2005-1 Maximum
Mercedes Amount as of such immediately preceding Business Day and (16) the
excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series
2005-1 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately
preceding Business Day. The Manufacturer Non-Eligible Vehicle Amounts
with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an
aggregate basis so that they will be considered as one Manufacturer for the
purpose of the calculation of the Series 2005-1 Maximum Manufacturer
Non-Eligible Vehicle Amount for so long as each of Volvo, Jaguar and Land Rover
is an Affiliate of Ford.


 


“Class
B Required Enhancement Percentage” shall have the meaning specified in the
Initial Class B Notes Term Sheet.


 


“Class
B Required Liquidity Amount” means, as of any date of determination, an
amount equal to the product of (i) the Class B Required Liquidity Percentage as
of such date times (ii) the Class B Adjusted Principal Amount on such date.


 


“Class
B Required Liquidity Percentage” shall have the meaning specified in the
Initial Class B Notes Term Sheet.


 


“Class
B Required Overcollateralization Amount” means, as of any date of
determination, the excess, if any, of (a) the Class B Required Enhancement
Amount as of such date over (b) the sum of (i) the Class A Available Reserve
Account Amount as of such date (after giving effect to any deposits thereto and
withdrawals and releases therefrom on such date), (ii) the Class B Available
Reserve Account Amount as of such date (after giving effect to any deposits
thereto and withdrawals and releases therefrom


 


32





















 


on such date), (iii) the Class A Letter of Credit
Amount as of such date and (iv) the Class B Letter of Credit Amount as of such
date.


 


“Class B Required Reserve Account Amount” means,
with respect to any date of determination, an amount equal to the greater of
(a) the excess, if any, of the Class B Required Liquidity Amount over the Class
B Letter of Credit Liquidity Amount, in each case, as of such date, excluding
from the calculation thereof the amount available to be drawn under any Class B
Letter of Credit if at the time of such calculation (A) such Class B Letter of
Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall
have occurred with respect to the Class B Letter of Credit Provider of such
Class B Letter of Credit, (C) such Class B Letter of Credit Provider shall have
repudiated such Class B Letter of Credit or failed to honor a draw thereon made
in accordance with the terms thereof or (D) a Class B Downgrade Event shall
have occurred and be continuing for at least 30 days with respect to the Series
2005-1 Letter of Credit Provider of such Class B Letter of Credit, and (b) the
excess, if any, of the Class B Required Enhancement Amount over the Class B
Adjusted Enhancement Amount (excluding therefrom the Class B Available Reserve
Account Amount), in each case, as of such date.


 


“Class B Reserve Account” has the meaning
specified in Section 2.13(a) of this Series Supplement.


 


“Class B Reserve Account Collateral” has the
meaning specified in Section 2.13(d) of this Series Supplement.


 


“Class B Reserve Account Surplus” means, with
respect to any date of determination, the excess, if any, of the Class B
Available Reserve Account Amount (after giving effect to any deposits thereto
and withdrawals and releases therefrom on such date) over the Class B Required
Reserve Account Amount, in each case, as of such date.


 


“Class
B-1 Carryover Controlled Amortization Amount” means, with respect to the
Class B-1 Notes for any Related Month during the Three-Year Notes Controlled
Amortization Period, the lesser of (i) the Class B-1 Percentage of the
amount, if any, by which the portion of the Monthly Total Principal Allocation
allocated to pay the Class A-1 Controlled Distribution Amount, the Class B-1
Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount
for the previous Related Month was less than the sum of the Class A-1
Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount
and the Class B-2 Controlled Distribution Amount for the previous Related Month
and (ii) the Class B-1 Controlled Distribution Amount for the previous Related
Month; provided, however, that for the first Related Month in the
Three-Year Notes Controlled Amortization Period, the Class B-1 Carryover
Controlled Amortization Amount shall be zero.


 


“Class
B-1 Controlled Amortization Amount” shall have the meaning specified in the
Class B Notes Term Sheet related to the issuance of the Class B-1 Notes.


 


33





















 


“Class
B-1 Controlled Distribution Amount” means, with respect to any Related
Month during the Three-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class B-1 Controlled Amortization Amount for such
Related Month and any Class B-1 Carryover Controlled Amortization Amount for
such Related Month.


 


“Class
B-1 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
B-1 Initial Principal Amount” shall have the meaning with respect to the
Class B-1 Notes specified in the related Class B Notes Term Sheet.


 


“Class
B-1 Monthly Interest” means, with respect to any Series 2005-1 Interest
Period, an amount equal to the product of (i) the Class B-1 Note Rate for such
Series 2005-1 Interest Period, (ii) the Class B-1 Principal Amount on the first
day of such Series 2005-1 Interest Period, after giving effect to any principal
payments made on such date, or, in the case of the initial Series 2005-1
Interest Period, the Class B-1 Initial Principal Amount and (iii) a fraction,
the numerator of which is the number of days in such Series 2005-1 Interest
Period and the denominator of which is 360.


 


“Class
B-1 Note Rate” shall have the meaning with respect to the Class B-1 Notes
specified in the related Class B Notes Term Sheet.


 


“Class
B-1 Noteholder” means the Person in whose name a Class B-1 Note is
registered in the Note Register.


 


“Class
B-1 Notes” means any one of the Series 2005-1 Floating Rate Rental Car
Asset Backed Notes, Class B-1, executed by HVF and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-6-1, Exhibit
A-6-2 or Exhibit A-6-3. Definitive Class B-1 Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.13 of the Base Indenture.


 


“Class
B-1 Percentage” means, as of any date of determination, the percentage
equivalent of fraction, the numerator of which is the Principal Amount with
respect to the Class B-1 Notes and the denominator of which is the sum of the
Principal Amount with respect to the Class B-1 Notes and the Principal Amount
with respect to the Class B-2 Notes.


 


“Class
B-1 Principal Amount” means, when used with respect to any date, an amount
equal to (a) the Class B-1 Initial Principal Amount specified in the Class B
Notes Term Sheet related to the issuance of the Class B-1 Notes executed as of
such date minus (b) the amount of principal payments made to Class B-1
Noteholders on or prior to such date plus (c) the amount of any principal
payments made to Class B-1 Noteholders that have been rescinded or otherwise
returned by the Class B-1 Noteholders for any reason.


 


34





















 


“Class
B-2 Carryover Controlled Amortization Amount” means, with respect to the
Class B-2 Notes for any Related Month during the Three-Year Notes Controlled
Amortization Period, the lesser of (i) the Class B-2 Percentage of the
amount, if any, by which the portion of the Monthly Total Principal Allocation
allocated to pay the Class A-1 Controlled Distribution Amount, the Class B-1
Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount
for the previous Related Month was less than the Class A-1 Controlled
Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class
B-2 Controlled Distribution Amount for the previous Related Month and (ii) the
Class B-2 Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Three-Year Notes
Controlled Amortization Period, the Class B-2 Carryover Controlled Amortization
Amount shall be zero.


 


“Class
B-2 Controlled Amortization Amount” shall have the meaning specified in the
Class B Notes Term Sheet related to the issuance of the Class B-2 Notes.


 


“Class
B-2 Controlled Distribution Amount” means, with respect to any Related
Month during the Three-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class B-2 Controlled Amortization Amount for such
Related Month and any Class B-2 Carryover Controlled Amortization Amount for
such Related Month.


 


“Class
B-2 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
B-2 Initial Principal Amount” shall have the meaning with respect to the
Class B-2 Notes specified in the related Class B Notes Term Sheet.


 


“Class
B-2 Monthly Interest” shall have the meaning specified in the Class B Notes
Term Sheet related to the issuance of the Class B-2 Notes.


 


“Class
B-2 Note Rate” shall have the meaning with respect to the Class B-2 Notes
specified in the related Class B Notes Term Sheet.


 


“Class
B-2 Noteholder” means the Person in whose name a Class B-2 Note is
registered in the Note Register.


 


“Class
B-2 Notes” means any one of the Series 2005-1 Fixed Rate Rental Car Asset
Backed Notes, Class B-2, executed by HVF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A-7-1, Exhibit
A-7-2 or Exhibit A-7-3. Definitive Class B-2 Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.13 of the Base Indenture.


 


“Class
B-2 Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Principal Amount with
respect to the Class B-2 Notes and the denominator of which is the sum of the
Principal


 


35





















 


Amount with respect to the Class B-1 Notes and the
Principal Amount with respect to the Class B-2 Notes.


 


“Class
B-2 Principal Amount” means, when used with respect to any date, an amount
equal to (a) the Class B-2 Initial Principal Amount specified in the Class B
Notes Term Sheet related to the issuance of the Class B-2 Notes minus (b) the
amount of principal payments made to Class B-2 Noteholders on or prior to such
date plus (c) the amount of any principal payments made to Class B-2
Noteholders that have been rescinded or otherwise returned by the Class B-2
Noteholders for any reason.


 


“Class
B-3 Carryover Controlled Amortization Amount” means, with respect to the
Class B-3 Notes for any Related Month during the Four-Year Notes Controlled
Amortization Period, the lesser of (i) the Class B-3 Percentage of the
amount, if any, by which the portion of the Monthly Total Principal Allocation
allocated to pay the Class A-2 Controlled Distribution Amount, the Class A-3
Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount
and the Class B-4 Controlled Distribution Amount for the previous Related Month
was less than the sum of the Class A-2 Controlled Distribution Amount, the
Class A-3 Controlled Distribution Amount, the Class B-3 Controlled Distribution
Amount and the Class B-4 Controlled Distribution Amount for the previous
Related Month and (ii) the Class B-3 Controlled Distribution Amount for the
previous Related Month; provided, however, that for the first
Related Month in the Four-Year Notes Controlled Amortization Period, the Class
B-3 Carryover Controlled Amortization Amount shall be zero.


 


“Class
B-3 Controlled Amortization Amount” shall have the meaning specified in the
Class B Notes Term Sheet related to the issuance of the Class B-2 Notes.


 


“Class
B-3 Controlled Distribution Amount” means, with respect to any Related
Month during the Four-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class B-3 Controlled Amortization Amount for such
Related Month and any Class B-3 Carryover Controlled Amortization Amount for
such Related Month.


 


“Class
B-3 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
B-3 Initial Principal Amount” shall have the meaning with respect to the
Class B-3 Notes specified in the related Class B Notes Term Sheet.


 


“Class
B-3 Monthly Interest” means, with respect to any Series 2005-1 Interest
Period, an amount equal to the product of (i) the Class B-3 Note Rate for such
Series 2005-1 Interest Period, (ii) the Class B-3 Principal Amount on the first
day of such Series 2005-1 Interest Period, after giving effect to any principal
payments made on such date, or, in the case of the initial Series 2005-1
Interest Period, the Class B-3 Initial Principal Amount and (iii) a fraction,
the numerator of which is the number of days in such Series 2005-1 Interest
Period and the denominator of which is 360.


 


36














 


“Class
B-3 Note Rate” shall have the meaning with respect to the Class B-3 Notes
specified in the related Class B Notes Term Sheet.


 


“Class
B-3 Noteholder” means the Person in whose name a Class B-3 Note is
registered in the Note Register.


 


“Class
B-3 Notes” means any one of the Series 2005-1 Floating Rate Rental Car
Asset Backed Notes, Class B-3, executed by HVF and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-8-1, Exhibit
A-8-2 or Exhibit A-8-3. Definitive Class B-3 Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.13 of the Base Indenture.


 


“Class
B-3 Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Principal Amount with
respect to the Class B-3 Notes and the denominator of which is the sum of the
Principal Amount with respect to the Class B-3 Notes and the Principal Amount
with respect to the Class B-4 Notes.


 


“Class
B-3 Principal Amount” means, when used with respect to any date, an amount
equal to (a) the Class B-3 Initial Principal Amount specified in the Class B
Notes Term Sheet related to the issuance of the Class B-3 Notes minus (b) the
amount of principal payments made to Class B-3 Noteholders on or prior to such
date plus (c) the amount of any principal payments made to Class B-3
Noteholders that have been rescinded or otherwise returned by the Class B-3
Noteholders for any reason.


 


“Class
B-4 Carryover Controlled Amortization Amount” means, with respect to the
Class B-4 Notes for any Related Month during the Four-Year Notes Controlled
Amortization Period, the lesser of (i) the Class B-4 Percentage of the
amount, if any, by which the portion of the Monthly Total Principal Allocation
allocated to pay the Class A-2 Controlled Distribution Amount, the Class A-3
Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount
and the Class B-4 Controlled Distribution Amount for the previous Related Month
was less than the sum of the Class A-2 Controlled Distribution Amount, the
Class A-3 Controlled Distribution Amount, the Class B-3 Controlled Distribution
Amount and the Class B-4 Controlled Distribution Amount for the previous
Related Month and (ii) the Class B-4 Controlled Distribution Amount for the
previous Related Month; provided, however, that for the first
Related Month in the Four-Year Notes Controlled Amortization Period, the Class
B-4 Carryover Controlled Amortization Amount shall be zero.


 


“Class
B-4 Controlled Amortization Amount” shall have the meaning specified in the
Class B Notes Term Sheet related to the issuance of the Class B-4 Notes.


 


“Class
B-4 Controlled Distribution Amount” means, with respect to any Related
Month during the Four-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class B-4 Controlled Amortization Amount for such
Related


 


37

















 


Month and any Class B-4 Carryover Controlled
Amortization Amount for such Related Month.


 


“Class
B-4 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
B-4 Initial Principal Amount” shall have the meaning with respect to the
Class B-4 Notes specified in the related Class B Notes Term Sheet.


 


“Class
B-4 Monthly Interest” shall have the meaning specified in the Class B Notes
Term Sheet related to the issuance of the Class B-4 Notes.


 


“Class
B-4 Note Rate” shall have the meaning with respect to the Class B-4 Notes
specified in the related Class B Notes Term Sheet.


 


“Class
B-4 Noteholder” means the Person in whose name a Class B-4 Note is
registered in the Note Register.


 


“Class
B-4 Notes” means any one of the Series 2005-1 Fixed Rate Rental Car Asset
Backed Notes, Class B-4, executed by HVF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A-9-1, Exhibit
A-9-2 or Exhibit A-9-3. Definitive Class B-4 Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.13 of the Base Indenture.


 


“Class
B-4 Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Principal Amount with
respect to the Class B-4 Notes and the denominator of which is the sum of the
Principal Amount with respect to the Class B-3 Notes and the Principal Amount
with respect to the Class B-4 Notes.


 


“Class
B-4 Principal Amount” means, when used with respect to any date, an amount
equal to (a) the Class B-4 Initial Principal Amount specified in the Class B
Notes Term Sheet related to the issuance of the Class B-4 Notes minus (b) the
amount of principal payments made to Class B-4 Noteholders on or prior to such
date plus (c) the amount of any principal payments made to Class B-4
Noteholders that have been rescinded or otherwise returned by the Class B-4
Noteholders for any reason.


 


“Class
B-5 Carryover Controlled Amortization Amount” means, with respect to the
Class B-5 Notes for any Related Month during the Five-Year Notes Controlled
Amortization Period, the lesser of (i) the Class B-5 Percentage of the
amount, if any, by which the portion of the Monthly Total Principal Allocation
allocated to pay the Class A-4 Controlled Distribution Amount, the Class A-5
Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount
and the Class B-6 Controlled Distribution Amount for the previous Related Month
was less than the sum of the Class A-4 Controlled Distribution Amount, the
Class A-5 Controlled Distribution Amount, the Class B-5 Controlled Distribution
Amount and the Class B-6 Controlled Distribution


 


38





















 


Amount for the previous Related Month and (ii) the
Class B-5 Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Five-Year Notes
Controlled Amortization Period, the Class B-5 Carryover Controlled Amortization
Amount shall be zero.


 


“Class
B-5 Controlled Amortization Amount” shall have the meaning specified in the
Class B Notes Term Sheet related to the issuance of the Class B-5 Notes.


 


“Class
B-5 Controlled Distribution Amount” means, with respect to any Related
Month during the Five-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class B-5 Controlled Amortization Amount for such
Related Month and any Class B-5 Carryover Controlled Amortization Amount for
such Related Month.


 


“Class
B-5 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
B-5 Initial Principal Amount” shall have the meaning with respect to the
Class B-5 Notes specified in the related Class B Notes Term Sheet.


 


“Class
B-5 Monthly Interest” means, with respect to any Series 2005-1 Interest
Period, an amount equal to the product of (i) the Class B-5 Note Rate for such
Series 2005-1 Interest Period, (ii) the Class B-5 Principal Amount on the first
day of such Series 2005-1 Interest Period, after giving effect to any principal
payments made on such date, or, in the case of the initial Series 2005-1
Interest Period, the Class B-5 Initial Principal Amount and (iii) a fraction,
the numerator of which is the number of days in such Series 2005-1 Interest
Period and the denominator of which is 360.


 


“Class
B-5 Note Rate” shall have the meaning with respect to the Class B-5 Notes
specified in the related Class B Notes Term Sheet.


 


“Class
B-5 Noteholder” means the Person in whose name a Class B-5 Note is
registered in the Note Register.


 


“Class
B-5 Notes” means any one of the Series 2005-1 Floating Rate Rental Car
Asset Backed Notes, Class B-5, executed by HVF and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-10-1, Exhibit
A-10-2 or Exhibit A-10-3. Definitive Class B-5 Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.13 of the Base Indenture.


 


“Class
B-5 Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Principal Amount with
respect to the Class B-5 Notes and the denominator of which is the sum of the
Principal Amount with respect to the Class B-5 Notes and the Principal Amount
with respect to the Class B-6 Notes.


 


39





















 


“Class
B-5 Principal Amount” means, when used with respect to any date, an amount
equal to (a) the Class B-5 Initial Principal Amount specified in the Class B
Notes Term Sheet related to the issuance of the Class B-5 Notes minus (b) the
amount of principal payments made to Class B-5 Noteholders on or prior to such
date plus (c) the amount of any principal payments made to Class B-5
Noteholders that have been rescinded or otherwise returned by the Class B-5
Noteholders for any reason.


 


“Class
B-6 Carryover Controlled Amortization Amount” means, with respect to the
Class B-6 Notes for any Related Month during the Five-Year Notes Controlled
Amortization Period, the lesser of (i) the Class B-6 Percentage of the
amount, if any, by which the portion of the Monthly Total Principal Allocation
allocated to pay the Class A-4 Controlled Distribution Amount, the Class A-5
Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount
and the Class B-6 Controlled Distribution Amount for the previous Related Month
was less than the sum of the Class A-4 Controlled Distribution Amount, the
Class A-5 Controlled Distribution Amount, the Class B-5 Controlled Distribution
Amount and the Class B-6 Controlled Distribution Amount for the previous
Related Month and (ii) the Class B-6 Controlled Distribution Amount for the
previous Related Month; provided, however, that for the first
Related Month in the Five-Year Notes Controlled Amortization Period, the Class
B-6 Carryover Controlled Amortization Amount shall be zero.


 


“Class
B-6 Controlled Amortization Amount” shall have the meaning specified in the
Class B Notes Term Sheet related to the issuance of the Class B-6 Notes.


 


“Class
B-6 Controlled Distribution Amount” means, with respect to any Related
Month during the Five-Year Notes Controlled Amortization Period, an amount
equal to the sum of the Class B-6 Controlled Amortization Amount for such
Related Month and any Class B-6 Carryover Controlled Amortization Amount for
such Related Month.


 


“Class
B-6 Deficiency Amount” has the meaning specified in Section 2.3(g)
of this Series Supplement.


 


“Class
B-6 Initial Principal Amount” shall have the meaning with respect to the
Class B-6 Notes specified in the related Class B Notes Term Sheet.


 


“Class
B-6 Monthly Interest” shall have the meaning specified in the Class B Notes
Term Sheet related to the issuance of the Class B-6 Notes.


 


“Class
B-6 Note Rate” shall have the meaning with respect to the Class B-6 Notes
specified in the related Class B Notes Term Sheet.


 


“Class
B-6 Noteholder” means the Person in whose name a Class B-6 Note is
registered in the Note Register.


 


40





















 


“Class
B-6 Notes” means any one of the Series 2005-1 Fixed Rate Rental Car Asset
Backed Notes, Class B-6, executed by HVF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A-11-1, Exhibit
A-11-2 or Exhibit A-11-3. Definitive Class B-6 Notes shall have such
insertions and deletions as are necessary to give effect to the provisions of
Section 2.13 of the Base Indenture.


 


“Class
B-6 Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Principal Amount with
respect to the Class B-6 Notes and the denominator of which is the sum of the
Principal Amount with respect to the Class B-5 Notes and the Principal Amount
with respect to the Class B-6 Notes.


 


“Class
B-6 Principal Amount” means, when used with respect to any date, an amount
equal to (a) the Class B-6 Initial Principal Amount specified in the Class B
Notes Term Sheet related to the issuance of the Class B-6 Notes minus (b) the
amount of principal payments made to Class B-6 Noteholders on or prior to such
date plus (c) the amount of any principal payments made to Class B-6 Noteholders
that have been rescinded or otherwise returned by the Class B-6 Noteholders for
any reason.


 


“Class
Enhancement Amount” means the Class A Adjusted Enhancement Amount and/or
the Class B Adjusted Enhancement Amount, as the context may require.


 


“Class
Enhancement Deficiency” means a Class A Enhancement Deficiency and/or a
Class B Enhancement Deficiency, as the context may require.


 


“Class
Liquidity Amount” means the Class A Adjusted Liquidity Amount and/or the
Class B Adjusted Liquidity Amount, as the context may require.


 


“Class
Liquidity Deficiency” means a Class A Liquidity Deficiency and/or a Class B
Liquidity Deficiency, as the context may require.


 


“Confirmation
Condition” with respect to any Bankrupt Manufacturer means a condition that
is satisfied when the bankruptcy court having jurisdiction over the Bankrupt
Manufacturer issues an order that remains in effect approving: (i) the
assumption of the Bankrupt Manufacturer’s Manufacturer Program (and the related
Assignment Agreements) by the Bankrupt Manufacturer or the trustee in
bankruptcy of the Bankrupt Manufacturer under Section 365 of the Bankruptcy
Code and, at the time of the assumption, all amounts due from the Bankrupt
Manufacturer under the Manufacturer Program have been paid and all other defaults
by the Bankrupt Manufacturer under the Manufacturer Program have been cured or
(ii) the execution, delivery and performance by the Bankrupt Manufacturer of a
new post-petition Eligible Manufacturer Program (and the related Assignment
Agreements) on the same terms and covering the same Vehicles as the Bankrupt
Manufacturer’s Manufacturer Program (and the related Assignment Agreements) in
effect on the date the Bankrupt Manufacturer suffered an event of bankruptcy
and, at the time of the execution and delivery of the new post-petition
Eligible Manufacturer program, all amounts due and payable by the Bankrupt


 


41





















 


Manufacturer under the
Manufacturer Program have been paid and all other defaults by the Bankrupt
Manufacturer under the Manufacturer Program have been cured.


 


“Controlling
Class” means the Class A Notes as long as any Class A Notes are
Outstanding, and upon payment in full of the Class A Notes, the Class B Notes (in each case excluding any Series 2005-1 Notes
held by HVF or any Affiliate of HVF).


 


“Deficiency
Amount” means the Class A Deficiency Amount and/or the Class B Deficiency
Amount, as the context may require.


 


“Demand
Notice” has the meaning specified in Section 2.12(d) of this Series
Supplement.


 


“Disbursement”
means, each Class A Disbursement and/or Class B Disbursement, as the context
may require.


 


“DTC
Closing” shall occur when the Class A Notes that are Series 2005-1 Global
Notes are cleared through DTC on the Series 2005-1 Closing Date.


 


“DTC
Closing Availability” shall occur on the date that the Class A Notes are
available to be cleared through DTC.


 


“Eligible
Interest Rate Hedge Provider” means a counterparty to a Series 2005-1
Interest Rate Hedge who is a bank or other financial institution, that (A) has,
or has all of its obligations under its Series 2005-1 Interest Rate Hedge
guaranteed by a person that has, a short-term senior and unsecured debt rating
of at least “A-1” from Standard & Poor’s and a long-term senior unsecured debt
rating of at least “A+” from Standard & Poor’s, (B) has, or has all of its
obligations under its Series 2005-1 Interest Rate Hedge guaranteed by a person
that has, a short-term senior unsecured debt rating of “P-1” from Moody’s and a
long-term senior unsecured debt rating of at least “A1” from Moody’s and (C)
unless otherwise agreed to by Fitch, has, or has all of its obligations under
its Series 2005-1 Interest Rate Hedge guaranteed by a person that has, a
short-term senior and unsecured debt rating of at least “F1” from Fitch and a
long-term senior unsecured debt rating of at least “A” from Fitch; provided
that, for so long as any Class A Notes are Outstanding, each Eligible Interest
Rate Hedge Provider shall be approved by the Insurer, such approval not to be
unreasonably withheld or delayed.


 


“Eligible
Program Vehicle Amount” means, as of any date of determination, an amount
equal to the sum, rounded to the nearest $100,000, of the following amounts to
the extent that such amounts are included in the definition of “Aggregate Asset
Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles
that are Eligible Vehicles as of such date and not turned in to and accepted by
the Manufacturer thereof pursuant to its Manufacturer Program, not delivered
and accepted for Auction pursuant to a Manufacturer Program or not otherwise
sold or deemed to be sold under the Related Documents, plus (ii) the aggregate
amount of Manufacturer Receivables (other than Excluded Payments) payable to
HVF or to the


 


42





















 


Intermediary pursuant to the Master Exchange
Agreement, in each case as of such date by Manufacturers which are Eligible
Program Manufacturers with respect to Vehicles that were Eligible Vehicles and
Eligible Program Vehicles when turned in to and accepted by such Manufacturers
or delivered and accepted for Auction, plus (iii) with respect to Eligible
Vehicles that were Eligible Program Vehicles that have been delivered and
accepted for Auction pursuant to a Manufacturer Program with a Manufacturer
which is an Eligible Program Manufacturer, all amounts receivable (other than
amounts specified in clause (ii) above) from any person or entity in
connection with the Auction of such Eligible Vehicles as of such date, plus
(iv) with respect to Eligible Vehicles that were Eligible Program Vehicles that
have been turned in to and accepted by the Manufacturer thereof, delivered and
accepted for Auction, otherwise sold or become a Casualty, any accrued and
unpaid Casualty Payments or Termination Payments with respect to such Eligible
Vehicles under the HVF Lease, plus (v) with respect to Eligible Vehicles that
were Eligible Program Vehicles that have been turned in to and accepted by the
Manufacturer thereof, delivered for Auction or otherwise sold, any accrued and
unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF
Lease (net of amounts set forth in clauses (ii), (iii) and (iv)
above), plus (vi) with respect to Eligible Vehicles that were Eligible Program
Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the
HVF Lease, any non-return incentives payable to HVF under a Manufacturer
Program by an Eligible Program Manufacturer in respect of the sale of such
Vehicles outside of the related Manufacturer Program as of such date, plus
(vii) if such date is during the period from and including a Determination Date
to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent
payable on the next Payment Date with respect to all Eligible Vehicles that are
Eligible Program Vehicles as of such date and that have not been turned in to
and accepted by the Manufacturer thereof pursuant to its Manufacturer Program,
not been delivered and accepted for Auction pursuant to a Manufacturer Program
and not otherwise been sold or deemed to be sold under the Related Documents.


 


“Eligible
Series Enhancement Account” means any Series Account the amount on deposit
in which is included in the Enhancement Amount with respect to the related
Series of Notes and the Series Supplement with respect to which provides that,
if there are any Ford Reimbursement Obligations outstanding, amounts on deposit
therein may only be applied to pay principal of, or interest on, the related
Series of Notes or to pay such Ford Reimbursement Obligations.


 


“Financial
Assets” has the meaning specified in Section 2.10(b)(i) of this
Series Supplement.


 


“Five-Year
Notes” means, collectively, the Class A-4 Notes, the Class A-5 Notes, the
Class B-5 Notes and the Class B-6 Notes.


 


“Five-Year
Notes Controlled Amortization Period” means the period commencing at the
close of business on April 30, 2010 (or, if such day is not a Business Day, the
Business Day immediately preceding such day) and continuing to the earlier of


 


43





















 


(i) the commencement of the Series 2005-1 Rapid
Amortization Period, and (ii) the date on which the Five-Year Notes are fully
paid.


 


“Five-Year
Notes Expected Final Payment Date” means the November 2010 Payment Date.


 


“Five-Year
Notes Legal Final Payment Date” means the November 2011 Payment Date.


 


“Fleet
Equity Amount” means, on any date of determination, the amount, if any, by
which the sum of (a) the Aggregate Asset Amount on such date and (b) the amount
of cash and Permitted Investments on deposit in the (i) Class A Reserve
Account, (ii) the Class B Reserve Account, (iii) the Class A Non-Ford Cash
Collateral Account, (iv) the Class B Non-Ford Cash Collateral Account, (v) the
Series 2005-1 Excess Collection Account after the required application of such funds in accordance with the
priorities set forth in clauses (i) through (v) of Section
2.2(f) of this Series Supplement as of such date, (vi) the Series 2005-1
Collection Account and available for reduction of the Series 2005-1 Principal
Amount as of such date, (vii) any Series-Specific Excess Collection Account
(other than the Series 2005-1 Excess Collection Account) after the required application of such funds in accordance with the
priorities set forth in the provisions
of the related Series Supplement governing
the distribution of amounts on deposit in such Series-Specific Excess
Collection Account, other than amounts that
are permitted to be released to HVF, (viii) any Series-Specific
Collection Account (other than the Series 2005-1 Collection Account) and available for reduction of the Principal
Amount with respect to the related Series as of such date and (ix) any
other Eligible Series Enhancement Account exceeds the aggregate Principal
Amount of each Outstanding Series of Notes on such date.


 


“Fleet Equity Condition” means, as of any
date of determination, a condition that is satisfied if the Fleet Equity Amount
as of such date equals or exceeds the Minimum Fleet Equity Amount as of such
date.


 


“Ford
Letter of Credit” means an irrevocable letter of credit issued for the
account of Ford or an affiliate thereof in favor of the Trustee for the benefit
of a Series of Notes or a class of a Series of Notes.


 


“Ford
LOC Disbursement” means any Class A LOC Credit Disbursement under a Class A
Ford Letter of Credit or any Class B LOC Credit Disbursement under a Class B
Ford Letter of Credit.


 


“Ford LOC Exposure Amount” means, on any date
of determination, the sum of (a) the aggregate amount available to be drawn
under all outstanding Ford Letters of Credit on such date, (b)
the stated amount of Ford Letters of Credit that Ford is committed to provide
to HVF on such date, after giving effect to the issuance of the Ford Letters of
Credit referenced in clause (a), (c) the aggregate amount of cash and Permitted Investments on deposit
in any Series Account (including the Class A Ford Cash


 


44





















 


Collateral Account and the
Class B Ford Cash Collateral Account) funded by an amount drawn under a Ford
Letter of Credit on such date and (d) (without double counting any amount
included in the preceding clause (c)) any outstanding Ford Reimbursement
Obligations on such date.


 


 “Ford Reimbursement Obligations” means
any and all obligations of HVF set forth in Section 2.16 of this Series
Supplement and any other payment obligation of HVF in respect of a Ford Letter
of Credit set forth in any other Series Supplement; provided, however,
that no Ford Reimbursement Obligation in respect of a disbursement made under a
Ford Letter of Credit shall arise until such time as Ford has reimbursed the
provider of such Ford Letter of Credit for such disbursement.


 


“Four-Year
Notes” means, collectively, the Class A-2 Notes, the Class A-3 Notes, the
Class B-3 Notes and the Class B-4 Notes.


 


“Four-Year
Notes Controlled Amortization Period” means the period commencing at the
close of business on July 31, 2009 (or, if such day is not a Business Day, the
Business Day immediately preceding such day) and continuing to the earlier of
(i) the commencement of the Series 2005-1 Rapid Amortization Period, and (ii)
the date on which the Four-Year Notes are fully paid.


 


“Four-Year
Notes Expected Final Payment Date” means the February 2010 Payment Date.


 


“Four-Year
Notes Legal Final Payment Date” means the February 2011 Payment Date.


 


“HVF
Service Vehicle Amount” means, as of any date of determination, an amount
equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer
Eligible Program Vehicle Amount, in each case with respect to HVF Service
Vehicles as of such date.


 


“HVF Service Vehicles” means, an HVF
Vehicle used by Hertz’s employees, or to the extent permitted under the HVF
Lease, employees of Hertz Equipment Rental Corporation.


 


“Hyundai
Amount” means, as of any date of determination, an amount equal to the
Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program
Vehicle Amount, in each case with respect to Hyundai as of such date.


 


“Indenture
Carrying Charges” means, as of any day, any fees or other costs, fees and
expenses and indemnity amounts, if any, payable by HVF to the Trustee, the
Administrator, the Intermediary under the Master Exchange Agreement or the
Nominee under the Indenture or the Related Documents plus any other operating
expenses of HVF then payable by HVF including, without limitation, any amounts
owing


 


45





















 


from HVF under each Series 2005-1 Interest Rate Hedge
(other than Monthly Hedge Payments).


 


“Initial
Class B Interest Period” shall have the meaning with respect to any Class B
Note specified in the related Class B Notes Term Sheet.


 


“Initial
Class B Notes Term Sheet” means the Class B Notes Term Sheet relating to
the initial issuance of Class B Notes.


 


“Initial
Purchaser” means each of Lehman Brothers Inc., Deutsche Bank Securities
Inc., Merrill Lynch Pierce, Fenner & Smith Incorporated, Goldman, Sachs
& Co., J.P. Morgan Securities Inc., BNP Paribas, Greenwich Capital Markets,
Inc. and Calyon Securities (USA) Inc., each as an initial purchaser under the
Class A Purchase Agreement.


 


“Insurance
Agreement” means the Insurance Agreement, dated as of December 21, 2005,
among the Insurer, the Trustee and HVF, which shall constitute an “Enhancement
Agreement” with respect the Class A Notes for all purposes under the Indenture.


 


“Insurance
Policy” means the Note Guaranty Insurance Policy No. 47437, dated December
21, 2005, issued by the Insurer.


 


“Insured
Principal Deficit Amount” means, with respect to any Payment Date, the
excess, if any, of (a) the Class A Outstanding Principal Amount measured as of
such Payment Date (after giving effect to the distribution of the Monthly Total
Principal Allocation for the Related Month) over (b) the sum on such Payment
Date of (i) the Class A Asset Amount, (ii) the Class A Available Reserve
Account Amount, (iii) the Class A Letter of Credit Amount, (iv) the Class B
Available Reserve Account Amount, (v) the Class B Letter of Credit Amount,
(vi) the amount of cash and Permitted Investments on deposit in the Series
2005-1 Excess Collection Account and (vii) the amount on deposit in the Series 2005-1 Distribution Account and
allocated to effect a redemption of the Class A Notes of any Class.


 


“Insurer”
means MBIA Insurance Corporation, a New York corporation. The Insurer shall
constitute an “Enhancement Provider” with respect to the Class A Notes for all
purposes under the Indenture and the other Related Documents.


 


“Insurer
Default” means (i) any failure by the Insurer to pay a demand for payment
made in accordance with the requirements of the Insurance Policy and such
failure shall not have been cured or (ii) the occurrence of an Insurer
Insolvency Event with respect to the Insurer.


 


“Insurer
Fee” has the meaning set forth in the Insurance Agreement.


 


46





















 


“Insurer
Insolvency Event” shall be deemed to have occurred with respect to the
Insurer if:


 


(a)           a rehabilitation or liquidation
proceeding shall be commenced against the Insurer, without the consent of the
Insurer, seeking the rehabilitation or liquidation of the Insurer, the
appointment of a trustee, receiver, custodian, liquidator, assignee,
sequestrator or the like for the Insurer or all or any substantial part of its
assets, or any similar action with respect to the Insurer under any law
relating to rehabilitation, liquidation, insolvency, reorganization, winding up
or composition or adjustment of debts, and such proceeding shall continue
undismissed, or unstayed and in effect, for a period of 60 consecutive days; or


 


(b)           the Insurer shall commence a
voluntary proceeding under any applicable rehabilitation, insolvency,
reorganization, debt arrangement, dissolution or other similar law now or
hereafter in effect, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) for the Insurer or for any substantial
part of its property, or shall make any general assignment for the benefit of
creditors; or


 


(c)           the board of directors of the Insurer
shall vote to implement any of the actions set forth in clause (b)
above.


 


“Insurer
Reimbursement Amounts” means, as of any date of determination, (i) an
amount equal to the aggregate of any amounts due as of such date to the Insurer
pursuant to the Insurance Agreement in respect of unreimbursed draws under the
Insurance Policy, including interest thereon determined in accordance with the
Insurance Agreement, and (ii) an amount equal to the aggregate of any other
amounts due as of such date to the Insurer pursuant to the Insurance Agreement
(other than the Insurer Fee).


 


“Interest
Rate Hedge Provider” means HVF’s counterparty under a Series 2005-1
Interest Rate Hedge. Each Interest Rate Hedge Provider, for so long as such
Interest Rate Hedge Provider is not in default under its Series 2005-1 Interest
Rate Hedge and such Series 2005-1 Interest Rate Hedge continues to be in
effect, shall constitute an “Enhancement Provider” with respect to the Series
2005-1 Notes for all purposes under the Indenture and the other Related
Documents.


 


“Jaguar
Amount” means, as of any date of determination, an amount equal to the
Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program
Vehicle Amount, in each case with respect to Jaguar as of such date.


 


“Kia
Amount” means, as of any date of determination, an amount equal to the
Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program
Vehicle Amount, in each case with respect to Kia as of such date.


 


47





















 


“Land
Rover Amount” means, as of any date of determination, an amount equal to
the sum of the Land Rover Program Amount and the Land Rover Non-Program Amount
as of such date.


 


“Land
Rover Non-Program Amount” means, as of any date of determination, an amount
equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Land
Rover as of such date.


 


“Land
Rover Program Amount” means, as of any date of determination, an amount
equal to the Manufacturer Eligible Program Vehicle Amount with respect to Land
Rover as of such date.


 


“Lease
Payment Deficit Notice” has the meaning specified in Section 2.3(c)
of this Series Supplement.


 


“Legal
Final Payment Date” means the Three-Year Notes Legal Final Payment Date,
the Four-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final
Payment Date, as the context may require.


 


“Lexus
Amount” means, as of any date of determination, an amount equal to the
Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program
Vehicle Amount, in each case with respect to Lexus as of such date.


 


“LIBOR
Determination Date” means, with respect to any Series 2005-1 Interest
Period, the second London Business Day preceding the first day of such Series
2005-1 Interest Period.


 


“LOC
Preference Payment Disbursement” means a Class A LOC Preference Payment
Disbursement and/or a Class B LOC Preference Payment Disbursement, as the
context may require.


 


“London
Business Day” means any day on which dealings in deposits in Dollars are
transacted in the London interbank market and banking institutions in London
are not authorized or obligated by law or regulation to close.


 


“Manufacturer
Eligible Program Vehicle Amount” means, as of any date of determination,
with respect to any Manufacturer, an amount equal to the sum, rounded to the
nearest $100,000, of the following amounts to the extent that such amounts are
included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Eligible Program
Vehicles that are Eligible Vehicles as of such date that were manufactured by
such Manufacturer or an Affiliate thereof and not turned in to and accepted by
such Manufacturer pursuant to its Manufacturer Program, not delivered and
accepted for Auction pursuant to its Manufacturer Program or not otherwise sold
or deemed to be sold under the Related Documents, plus (ii) the aggregate
amount of Manufacturer Receivables (other than Excluded Payments) payable to
HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each
case as of such date


 


48





















 


by such Manufacturer with respect to Vehicles that
were Eligible Vehicles and Eligible Program Vehicles when turned in to and
accepted by such Manufacturer or delivered and accepted for Auction, plus (iii)
with respect to Eligible Vehicles that were Eligible Program Vehicles that have
been delivered and accepted for Auction pursuant to a Manufacturer Program with
such Manufacturer, all amounts receivable (other than amounts specified in clause
(ii) above) from any person or entity in connection with the Auction of
such Eligible Vehicles as of such date, plus (iv) with respect to Eligible
Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer
or an Affiliate thereof that have been turned in to and accepted by such
Manufacturer, delivered and accepted for Auction, otherwise sold or become a
Casualty, any accrued and unpaid Casualty Payments or Termination Payments with
respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v)
with respect to Eligible Vehicles that were Eligible Program Vehicles
manufactured by such Manufacturer or an Affiliate thereof that have been turned
in to and accepted by such Manufacturer, delivered and accepted for Auction or
otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such
Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses
(ii), (iii), and (iv) above) plus (vi) with respect to Eligible
Vehicles that were Eligible Program Vehicles sold by HVF to a third party
pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives
payable to HVF under a Manufacturer Program by such Manufacturer in respect of
the sale of such Vehicles outside of the related Manufacturer Program as of
such date, plus (vii) if such date is during the period from and including a
Determination Date to but excluding the next Payment Date, accrued and unpaid
Monthly Base Rent payable on the next Payment Date with respect to all Eligible
Vehicles that are Eligible Program Vehicles as of such date that were
manufactured by such Manufacturer or an Affiliate thereof and that have not
been turned in to and accepted by such Manufacturer pursuant to its
Manufacturer Program, not been delivered and accepted for Auction pursuant to
its Manufacturer Program and not otherwise been sold or deemed to be sold under
the Related Documents. For the purposes of this definition, an Affiliate of a
Manufacturer shall not include any Person who is included as a Manufacturer
hereunder.


 


“Manufacturer
Non-Eligible Vehicle Amount” means, as of any date of determination, with
respect to any Manufacturer, an amount equal to the sum, rounded to the nearest
$100,000, of the following amounts to the extent that such amounts are included
in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book
Value of all Non-Eligible Program Vehicles or Non-Program Vehicles that are
Eligible Vehicles as of such date that were manufactured by such Manufacturer
or an Affiliate thereof and not turned in to and accepted by such Manufacturer
thereof pursuant to its Manufacturer Program, not delivered and accepted for
Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to
be sold under the Related Documents, plus (ii) the aggregate amount of
Manufacturer Receivables (other than Excluded Payments) payable to HVF or to
the Intermediary pursuant to the Master Exchange Agreement, in each case as of
such date by such Manufacturer with respect to Vehicles that were Eligible
Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by
such Manufacturer or delivered and accepted for Auction, plus (iii)


 


49





















 


with respect to Eligible Vehicles that were
Non-Eligible Program Vehicles that have been delivered and accepted for Auction
pursuant to a Manufacturer Program with such Manufacturer, all amounts
receivable (other than amounts specified in clause (ii) above) from any Person
in connection with the Auction of such Eligible Vehicles as of such date, plus
(iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles
or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate
thereof that have been turned in to and accepted by such Manufacturer,
delivered and accepted for Auction, otherwise sold or become a Casualty, any
accrued and unpaid Casualty Payments or Termination Payments with respect to
such Eligible Vehicles as of such date under the HVF Lease, plus (v) with
respect to Eligible Vehicles that were Non-Eligible Program Vehicles or
Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof
that have been turned in to and accepted by such Manufacturer, delivered and accepted
for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with
respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth
in clauses (ii), (iii) and (iv) above), plus (vi) if such
date is during the period from and including a Determination Date to but
excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable
on the next Payment Date with respect to all Eligible Vehicles as of such date
that are Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by
such Manufacturer or an Affiliate thereof and that have not been turned in to
and accepted by such Manufacturer thereof pursuant to its Manufacturer Program,
not been delivered and accepted for Auction pursuant to a Manufacturer Program and
not otherwise been sold or deemed to be sold under the Related Documents. For
the purposes of this definition, an Affiliate of a Manufacturer shall not
include any Person who is included as a Manufacturer hereunder.


 


“Market
Value Average” means, as of any day on or after the third Determination
Date, the percentage equivalent (not to exceed 100%) of a fraction, the
numerator of which is the average of the Non-Program Fleet Market Value as of
such preceding Determination Date and the two Determination Dates precedent
thereto and the denominator of which is the average of the aggregate Net Book
Value of the Non-Program Vehicles as of such preceding Determination Date and
the two Determination Dates precedent thereto.


 


“Mazda
Amount” means, as of any date of determination, an amount equal to the sum
of the Mazda Program Amount and the Mazda Non-Program Amount as of such date.


 


“Mazda
Non-Program Amount” means, as of any date of determination, an amount equal
to the Manufacturer Non-Eligible Vehicle Amount with respect to Mazda as of
such date.


 


“Mazda
Program Amount” means, as of any date of determination, an amount equal to
the Manufacturer Eligible Program Vehicle Amount with respect to Mazda as of
such date.


 


50





















 


“Mercedes
Amount” means, as of any date of determination, an amount equal to the
Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program
Vehicle Amount, in each case with respect to Mercedes as of such date.


 


“Mitsubishi
Amount” means, as of any date of determination, an amount equal to the
Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program
Vehicle Amount, in each case with respect to Mitsubishi as of such date.


 


“Monthly
Hedge Payment” means, for any Payment Date, the excess, if any, of (i) the
aggregate amount payable by HVF as the “Fixed Amount” under each Series 2005-1
Interest Rate Hedge on such Payment Date over (ii) the aggregate amount payable
to HVF as the “Floating Amount” under each such Series 2005-1 Interest Rate
Hedge on such Payment Date, in each case excluding any termination payments
under such Series 2005-1 Interest Rate Hedges.


 


“Monthly
Total Principal Allocation” means for any Related Month the sum of all
Series 2005-1 Principal Allocations with respect to such Related Month plus any
amounts deposited in the Series 2005-1 Collection Account pursuant to Section
2.3(h)(vi)(B) of this Series Supplement.


 


“New
York UCC” has the meaning specified in Section 2.10(b)(i) of this
Series Supplement.


 


“Non-Eligible
Manufacturer Amount” means, as of any date of determination, an amount
equal to the sum, rounded to the nearest $100,000, of the following amounts to
the extent that such amounts are included in the definition of “Aggregate Asset
Amount” for such date:  (i) the Net Book
Value of all HVF Vehicles that are Eligible Vehicles as of such date that were
manufactured by Manufacturers other than Eligible Manufacturers and not turned
in to and accepted by the Manufacturer thereof pursuant to its Manufacturer
Program, not delivered and accepted for Auction pursuant to its Manufacturer
Program or not otherwise sold or deemed to be sold under the Related Documents,
plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded
Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange
Agreement, in each case as of such date by Manufacturers other than Eligible
Manufacturers with respect to Vehicles that were Eligible Vehicles when turned
in to and accepted by such Manufacturers or delivered and accepted for Auction,
plus (iii) with respect to Eligible Vehicles that have been delivered and
accepted for Auction pursuant to a Manufacturer Program with a Manufacturer
other than an Eligible Manufacturer, all amounts receivable (other than amounts
specified in clause (ii) above) from any Person in connection with the
Auction of such Eligible Vehicles as of such date, plus (iv) with respect to
Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers
that have been turned in to and accepted by the Manufacturer thereof, delivered
and accepted for Auction, otherwise sold or become a Casualty, any accrued and
unpaid Casualty Payments or Termination Payments with respect to such Eligible
Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible
Vehicles that were manufactured by Manufacturers other than Eligible
Manufacturers


 


51





















 


that have been turned in to and accepted by the
Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any
accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles
under the HVF Lease (net of amounts set forth in clauses (ii), (iii)
and (iv) above), plus (vi) if such date is during the period from and
including a Determination Date to but excluding the next Payment Date, accrued
and unpaid Monthly Base Rent payable on the next Payment Date with respect to
all Eligible Vehicles as of such date that were manufactured by Manufacturers
other than Eligible Manufacturers and that have not been turned in to and
accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not
been delivered and accepted for Auction pursuant to its Manufacturer Program and
not otherwise been sold or deemed to be sold under the Related Documents.


 


“Non-Eligible
Vehicle Amount” means, as of any date of determination, an amount equal to
the sum, rounded to the nearest $100,000, of the following amounts to the
extent that such amounts are included in the definition of “Aggregate Asset
Amount” for such date: (i) the Net Book Value of all Non-Eligible Program
Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date
and not turned in to and accepted by the Manufacturer thereof pursuant to its
Manufacturer Program, not delivered and accepted for Auction pursuant to its
Manufacturer Program or not otherwise sold or deemed to be sold under the
Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables
(other than Excluded Payments) payable to HVF or to the Intermediary pursuant
to the Master Exchange Agreement, in each case as of such date by Manufacturers
with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program
Vehicles when turned in to and accepted by such Manufacturers or delivered and
accepted for Auction, plus (iii) with respect to Eligible Vehicles that were
Non-Eligible Program Vehicles that have been delivered and accepted for Auction
pursuant to a Manufacturer Program with a Manufacturer, all amounts receivable
(other than amounts specified in clause (ii) above) from any Person in
connection with the Auction of such Eligible Vehicles as of such date, plus
(iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles
or Non-Program Vehicles that have been turned in to and accepted by the
Manufacturer thereof, delivered and accepted for Auction, otherwise sold or
become a Casualty, any accrued and unpaid Casualty Payments or Termination
Payments with respect to such Eligible Vehicles as of such date under the HVF
Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible
Program Vehicles or Non-Program Vehicles that have been turned in to and
accepted by the Manufacturer thereof, delivered and accepted for Auction or
otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such
Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses
(ii), (iii) and (iv) above), plus (vi) if such date is during
the period from and including a Determination Date to but excluding the next
Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment
Date with respect to all Eligible Vehicles as of such date that are
Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been
turned in to and accepted by the Manufacturer thereof pursuant to its
Manufacturer Program, not been delivered and accepted for Auction pursuant to a
Manufacturer Program and not otherwise been sold or deemed to be sold under the
Related Documents.


 


52





















 


“Non-Investment
Grade Eligible Program Manufacturer” means, as of any date of
determination, each Eligible Program Manufacturer who as of such date does not
have a long-term unsecured debt rating of at least “BBB-” from Standard &
Poor’s, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch,
at least “BBB-” by Fitch; provided that upon the withdrawal of the
rating of a Manufacturer by a Rating Agency or upon the downgrade of a
Manufacturer by a Rating Agency to a rating that would require inclusion of
such Manufacturer in this definition, for purposes of this definition and each
instance in which this definition is used in this Series Supplement, such
Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as
applicable, by the Rating Agency which downgraded such Manufacturer for a
period of 30 days following the earlier of (i) the date on which any of the
Administrator, HVF or the Servicer obtains actual knowledge of such downgrade
and (ii) the date on which the Trustee or the Insurer notifies the
Administrator of such downgrade.


 


“Non-Investment
Grade Eligible Program Manufacturer Vehicle Amount” means, as of any date
of determination, the sum for all Non-Investment Grade Eligible Program
Manufacturers of an amount, with respect to each Non-Investment Grade Eligible
Program Manufacturer, equal to the sum, rounded to the nearest $100,000, of the
following amounts to the extent that such amounts are included in the
definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of
all Eligible Program Vehicles that are Eligible Vehicles as of such date that
were manufactured by such Non-Investment Grade Eligible Program Manufacturer or
an Affiliate thereof and not turned in to and accepted by such Non-Investment
Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not
delivered and accepted for Auction pursuant to its Manufacturer Program or not
otherwise sold or deemed to be sold under the Related Documents, plus (ii) the
aggregate amount of Manufacturer Receivables (other than Excluded Payments)
payable to HVF or to the Intermediary pursuant to the Master Exchange
Agreement, in each case as of such date by such Non-Investment Grade Eligible
Program Manufacturer with respect to Vehicles that were Eligible Vehicles and
Eligible Program Vehicles when turned in to and accepted by such Non-Investment
Grade Eligible Program Manufacturer or delivered and accepted for Auction, plus
(iii) with respect to Eligible Vehicles that were Eligible Program Vehicles
that have been delivered and accepted for Auction pursuant to a Manufacturer
Program with such Non-Investment Grade Eligible Program Manufacturer, all
amounts receivable (other than amounts specified in clause (ii) above)
from any person or entity in connection with the Auction of such Eligible
Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were
Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible
Program Manufacturer or an Affiliate thereof that have been turned in to and
accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered
and accepted for Auction, otherwise sold or become a Casualty, any accrued and
unpaid Casualty Payments or Termination Payments with respect to such Eligible
Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible
Vehicles that were Eligible Program Vehicles manufactured by such
Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that
have been turned in to and accepted by such Non-Investment Grade Eligible
Program Manufacturer, delivered and accepted for


 


53





















 


Auction or otherwise sold, any accrued and unpaid
Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease
(net of amounts set forth in clauses (ii), (iii), and (iv)
above) plus (vi) with respect to Eligible Vehicles that were Eligible Program
Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the
HVF Lease, any non-return incentives payable to HVF under a Manufacturer
Program by such Non-Investment Grade Eligible Program Manufacturer in respect
of the sale of such Vehicles outside of the related Manufacturer Program as of
such date, plus (vii) if such date is during the period from and including a
Determination Date to but excluding the next Payment Date, accrued and unpaid
Monthly Base Rent payable on the next Payment Date with respect to all Eligible
Vehicles that are Eligible Program Vehicles as of such date that were
manufactured by such Non-Investment Grade Eligible Program Manufacturer or an
Affiliate thereof and that have not been turned in to and accepted by such
Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer
Program, not been delivered and accepted for Auction pursuant to its
Manufacturer Program and not otherwise been sold or deemed to be sold under the
Related Documents. For the purposes of this definition, an Affiliate of a
Manufacturer shall not include any Person who is included as a Manufacturer
hereunder.


 


“Non-Investment
Grade Manufacturer” means, as of any date of determination, each Eligible
Manufacturer who as of such date does not have a long-term unsecured debt
rating of at least “BBB-” from Standard & Poor’s, at least “Baa3” from
Moody’s and,
unless otherwise agreed to by Fitch, at least “BBB-” by Fitch; provided
that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or
upon the downgrade of a Manufacturer by a Rating Agency to a rating that would
require inclusion of such Manufacturer in this definition, for purposes of this
definition and each instance in which this definition is used in this Series
Supplement, such Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or
“BBB-”, as applicable, by the Rating Agency which downgraded such Manufacturer
for a period of 30 days following the earlier of (i) the date on which any of
the Administrator, HVF or the Servicer obtains actual knowledge of such
downgrade and (ii) the date on which the Trustee or Insurer notifies the
Administrator of such downgrade.


 


“Non-Investment
Grade Manufacturer Non-Eligible Vehicle Amount” means, as of any date of
determination, the sum for all Non-Investment Grade Manufacturers of an amount,
with respect to each Non-Investment Grade Manufacturer, equal to the sum,
rounded to the nearest $100,000, of the following amounts to the extent that
such amounts are included in the definition of “Aggregate Asset Amount” for
such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and
Non-Program Vehicles that are Eligible Vehicles as of such date that were
manufactured by such Non-Investment Grade Manufacturer and not turned in to and
accepted by such Non-Investment Grade Manufacturer pursuant to its Manufacturer
Program, not delivered and accepted for Auction pursuant to its Manufacturer
Program or not otherwise sold or deemed to be sold under the Related Documents,
plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded
Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange
Agreement, in each case as of such date


 


54





















 


by such Non-Investment Grade Manufacturer with respect
to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when
turned in to and accepted by such Non-Investment Grade Manufacturer or
delivered and accepted for Auction, plus (iii) with respect to Eligible
Vehicles that were Non-Eligible Program Vehicles that have been delivered and
accepted for Auction pursuant to its Manufacturer Program with such
Non-Investment Grade Manufacturer, all amounts receivable (other than amounts
specified in clause (ii) above) from any Person in connection with the
Auction of such Eligible Vehicles as of such date, plus (iv) with respect to
Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program
Vehicles that have been turned in to and accepted by such Non-Investment Grade
Manufacturer, delivered and accepted for Auction, otherwise sold or become a
Casualty, any accrued and unpaid Casualty Payments or Termination Payments with
respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v)
with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or
Non-Program Vehicles that have been turned in to and accepted by such
Non-Investment Grade Manufacturer, delivered and accepted for Auction or
otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such
Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses
(ii), (iii) and (iv) above), plus (vi) if such date is during
the period from and including a Determination Date to but excluding the next
Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment
Date with respect to all Eligible Vehicles as of such date that are
Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been
turned in to and accepted by such Non-Investment Grade Manufacturer pursuant to
its Manufacturer Program, not been delivered and accepted for Auction pursuant
to its Manufacturer Program and not otherwise been sold or deemed to be sold
under the Related Documents.


 


“Non-Program
Fleet Market Value” means, with respect to all Non-Program Vehicles as of
any date of determination, the sum of the respective Third-Party Market Values
of each Non-Program Vehicle, as the context may require.


 


“Non-Program
Vehicle Measurement Month Average” means, with respect to any Measurement
Month, the lesser of (a) the percentage equivalent of a fraction, the numerator
of which is the aggregate amounts of Disposition Proceeds paid or payable in
respect of all Non-Program Vehicles that are sold to third parties, at auction
or otherwise (excluding salvage sales), during such Measurement Month and the
two Measurement Months preceding such Measurement Month and the denominator of
which is the aggregate Net Book Values of such Non-Program Vehicles on the
dates of their respective sales and (b) 100%.


 


“One-Month
LIBOR” means, with respect to the initial Series 2005-1 Interest Period,
4.38%, and for each subsequent Series 2005-1 Interest Period, the rate per
annum determined on the related LIBOR Determination Date by the Calculation
Agent to be the rate for Dollar deposits having a maturity equal to one month
that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on
such LIBOR Determination Date; provided, however, that if such
rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such
Series 2005-1 Interest Period, the rate


 


55





















 


per annum equal to the arithmetic mean (rounded to the
nearest one-one-hundred-thousandth of one percent) of the rates quoted by the
Reference Banks to the Calculation Agent as the rates at which deposits in
Dollars are offered by the Reference Banks at approximately 11:00 a.m., London
time, on the LIBOR Determination Date to prime banks in the London interbank
market for a period equal to one month; provided, further, that if fewer
than two quotations are provided as requested by the Reference Banks,
“One-Month LIBOR” for such Series 2005-1 Interest Period will mean the
arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one
percent) of the rates quoted by major banks in New York, New York selected by
the Calculation Agent, at approximately 10:00 a.m., New York City time, on the
first day of such Series 2005-1 Interest Period for loans in Dollars to leading
European banks for a period equal to one month; provided, finally, that
if no such quotes are provided, “One-Month LIBOR” for such Series 2005-1
Interest Period will mean One-Month LIBOR as in effect with respect to the
preceding Series 2005-1 Interest Period.


 


“Outstanding”
means with respect to the Series 2005-1 Notes, all Series 2005-1 Notes
theretofore authenticated and delivered under the Indenture, except (a)
Series 2005-1 Notes theretofore cancelled or delivered to the Registrar for
cancellation, (b) Series 2005-1 Notes which have not been presented for payment
but funds for the payment of which are on deposit in the Series 2005-1
Distribution Account and are available for payment of such Series 2005-1 Notes,
and Series 2005-1 Notes which are considered paid pursuant to Section 8.1
of the Base Indenture, or (c) Series 2005-1 Notes in exchange for or in lieu of
other Series 2005-1 Notes which have been authenticated and delivered pursuant
to the Indenture unless proof satisfactory to the Trustee is presented that any
such Series 2005-1 Notes are held by a purchaser for value.


 


“Past
Due Rent Payment” has the meaning specified in Section 2.2(d) of
this Series Supplement.


 


“Preference
Amount” means any amount previously paid by Hertz pursuant to the Series
2005-1 Demand Note and distributed to the Series 2005-1 Noteholders in respect
of amounts owing under the Series 2005-1 Notes that is recoverable or that has
been recovered as a voidable preference by the trustee in a bankruptcy
proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final
nonappealable order of a court having competent jurisdiction.


 


“Principal
Deficit Amount” means, on any date of determination, the excess, if any, of
(a) the Series 2005-1 Adjusted Principal Amount on such date (after giving
effect to the distribution of the Monthly Total Principal Allocation for the
Related Month) over (b) the Series 2005-1 Asset Amount on such date; provided, however, the Principal Deficit Amount on any date that is prior
to the Five-Year Notes Legal Final Payment Date occurring during the period
commencing on and including the date of the filing by Hertz of a petition for
relief under Chapter 11 of the Bankruptcy Code to but excluding the date on
which Hertz shall have resumed making all payments of Monthly Variable Rent
required to be made under the HVF Lease, shall mean the excess, if any, of (x)
the Series 2005-1 Adjusted Principal Amount on such date (after giving
effect to the


 


56





















 


distribution of the Monthly Total Principal Allocation
for the Related Month) over (y) the sum
of (1) the Series 2005-1 Asset Amount on such date and (2) the lesser of (a)
the Series 2005-1 Liquidity Amount on such date and (b) the Series 2005-1
Required Liquidity Amount on such date.


 


“Pro
Rata Share” means, (a) with respect to any Series 2005-1 Non-Ford Letter of Credit Provider,
as of any date, the fraction (expressed as a percentage) obtained by dividing
(A) the available amount under such Series 2005-1 Non-Ford Letter of Credit Provider’s Series 2005-1 Non-Ford Letter of Credit as of such
date by (B) an amount equal to the aggregate available amount under all Series
2005-1 Non-Ford Letters of
Credit relating to the same Class of Series 2005-1 Notes as such Series 2005-1
Non-Ford Letter of Credit Provider’s Series 2005-1 Non-Ford Letter of Credit, as of such date and (b) with respect
to any Series 2005-1 Ford Letter of Credit Provider as of any date, the
fraction (expressed as a percentage) obtained by dividing (A) the available
amount under such Series 2005-1 Ford Letter of Credit Provider’s Series 2005-1 Ford Letter of Credit as of such date
by (B) an amount equal to the aggregate available amount under all Series
2005-1 Ford Letters of Credit relating to the same Class of Series 2005-1 Notes
as such Series 2005-1 Ford Letter of Credit Provider’s Series 2005-1 Ford Letter of Credit, as of such
date; provided, that only for purposes of calculating the Pro Rata Share
with respect to any Series 2005-1 Letter of Credit Provider as of any date, if
such Series 2005-1 Letter of Credit Provider has not complied with its
obligation to pay the Trustee the amount of any draw under its Series 2005-1
Letter of Credit made prior to such date, the available amount under such Series
2005-1 Letter of Credit Provider’s Series 2005-1 Letter of Credit as of such
date shall be treated as reduced (for calculation purposes only) by the amount
of such unpaid demand and shall not be reinstated for purposes of such
calculation unless and until the date as of which such Series 2005-1 Letter of
Credit Provider has paid such amount to the Trustee and been reimbursed by the
Lessee for such amount (provided that the foregoing calculation shall not in
any manner reduce a Series 2005-1 Letter of Credit Provider’s actual liability
in respect of any failure to pay any demand under its Series 2005-1 Letter of
Credit).


 


“QIB”
has the meaning specified in Section 5.1(d) of this Series Supplement.


 


“Rating
Agencies” means, with respect to the Series 2005-1 Notes, Standard &
Poor’s, Moody’s and Fitch and any other nationally recognized rating agency
rating the Series 2005-1 Notes at the request of HVF.


 


“Record
Date” means, with respect to any Payment Date, the last day of the Related
Month.


 


“Reference
Banks” means four major banks in the London interbank market selected by
the Calculation Agent.


 


“Regulation
S” means Regulation S promulgated under the Securities Act.


 


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“Regulation
S Global Notes” has the meaning specified in Section 5.3(b) of this
Series Supplement.


 


“Required
Minimum Fleet Equity Amount” means, on any date of determination, an amount
equal to four times the Ford LOC Exposure Amount as of such date.


 


“Required
Noteholders” means with respect to the Series 2005-1 Notes, subject to Section
6.6 of this Series Supplement, Series 2005-1 Noteholders holding more than
50% of the Series 2005-1 Principal Amount (excluding any Series 2005-1 Notes
held by HVF or any Affiliate of HVF).


 


“Restricted
Global Notes” has the meaning specified in Section 5.2(b) of this
Series Supplement.


 


“Restricted
Notes” means the Restricted Global Notes, and all other Series 2005-1 Notes
evidencing the obligations, or any portion of the obligations, initially
evidenced by the Restricted Global Notes, other than certificates transferred
or exchanged upon certification as provided in Section 5 of this Series
Supplement.


 


“Restricted
Period” means, with respect to any Series 2005-1 Notes issued on the Series
2005-1 Closing Date, the period commencing on such Series 2005-1 Closing Date
and ending on the 40th day after such Series 2005-1 Closing Date, and with
respect to any Class B Notes issued on a Series 2005-1 Class B Notes Closing
Date, the period commencing on such Series 2005-1 Class B Notes Closing Date
and ending on the 40th day after such Series 2005-1 Class B Notes
Closing Date.


 


“Rule
144A” means Rule 144A promulgated under the Securities Act.


 


“Senior
Credit Facilities” means the Servicer’s Senior Term Facility and Senior ABL
Facility, each of which will be provided under credit agreements, to be dated
as of the date hereof, among the Servicer and (with respect to the Senior ABL
Facility only) Hertz Equipment Rental Corporation and certain of the Servicer’s
other subsidiaries, as borrower, Deutsche Bank AG Cayman Islands Branch Inc.,
as administrative agent, Lehman Commercial Paper Inc., as syndication agent,
Merrill Lynch Capital Corporation, as sole documentation agent, and the other
financial institutions party thereto from time to time.


 


“Series
2005-1 Accrued Amounts” means, on any date of determination, the sum of (i)
accrued and unpaid interest on the Series 2005-1 Notes as of such date, (ii)
the Insurer Fee, if any, accrued to such date and payable by HVF on the next
succeeding Payment Date, (iii) any other amounts due or accrued as of such date
and payable to the Insurer pursuant to the Insurance Agreement (other than
unreimbursed amounts drawn under the Insurance Policy to pay the principal of
the Series 2005-1 Notes) on or prior to the next succeeding Payment Date, (iv)
the Monthly Hedge Payment and (v) the product of (A) the Indenture Carrying
Charges payable on the next succeeding Payment Date


 


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times (B) the Series 2005-1 Percentage as of the
Determination Date immediately preceding such Payment Date.


 


“Series
2005-1 Accrued Interest Account” has the meaning specified in Section
2.1(a) of this Series Supplement.


 


“Series
2005-1 Adjusted Principal Amount” means, as of any date of determination,
the sum of the Class A Adjusted Principal Amount and the Class B Adjusted
Principal Amount, in each case, as of such date.


 


“Series
2005-1 Asset Amount” means, as of any date of determination, the product of
(i) the Series 2005-1 Invested Percentage (with respect to principal) as of
such date and (ii) the Aggregate Asset Amount as of such date.


 


“Series
2005-1 Cash Collateral Accounts” means the Class A Cash Collateral Account
and the Class B Cash Collateral Account.


 


“Series
2005-1 Class B Notes Closing Date” means, with respect to any issuance of
Class B Notes, the date specified in the Class B Notes Term Sheet related to
such issuance of Class B Notes.


 


“Series
2005-1 Closing Account” has the meaning specified in Section 2.17(a)
of this Series Supplement.


 


“Series
2005-1 Closing Account Collateral” has the meaning specified in Section
2.17(c) of this Series Supplement.


 


“Series
2005-1 Closing Date” means December 21, 2005.


 


“Series
2005-1 Collateral” means the Collateral, any Series 2005-1 Interest Rate
Hedges, each Series 2005-1 Letter of Credit, the Series 2005-1 Series Account
Collateral, the Class A Cash Collateral Account Collateral, the Class B Cash
Collateral Account Collateral, the Series 2005-1 Demand Note, the Series 2005-1
Distribution Account Collateral, the Class A Reserve Account Collateral, the
Class B Reserve Account Collateral and the Series 2005-1 Closing Account
Collateral.


 


“Series
2005-1 Collection Account” has the meaning specified in Section 2.1(a)
of this Series Supplement.


 


“Series
2005-1 Controlled Amortization Period” means the Three-Year Notes
Controlled Amortization Period, the Four-Year Notes Controlled Amortization
Period or the Five-Year Notes Controlled Amortization Period, as the context
requires.


 


“Series
2005-1 Demand Note” means each demand note made by Hertz, substantially in
the form of Exhibit H to this Series Supplement, as amended, modified or
restated from time to time in accordance with its terms and the terms of this
Series Supplement.


 


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“Series
2005-1 Demand Note Payment Amount” means, as of any date of determination,
the excess, if any, of (a) the aggregate amount of all proceeds of demands made
on the Series 2005-1 Demand Note that were deposited into the Series 2005-1
Distribution Account and paid to the Series 2005-1 Noteholders during the one
year period ending on such date of determination over (b) the amount of any
Preference Amount relating to such proceeds that has been repaid to HVF (or any
payee of HVF) with the proceeds of any LOC Preference Payment Disbursement (or
any withdrawal from any Series 2005-1 Cash Collateral Account); provided,
however, that if an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the lapse of
a period of 60 consecutive days) with respect to Hertz shall have occurred on
or before such date of determination, the Series 2005-1 Demand Note Payment
Amount shall equal (i) on any date of determination until the conclusion or
dismissal of the proceedings giving rise to such Event of Bankruptcy without
continuing jurisdiction by the court in such proceedings (or on any earlier
date upon which the statute of limitations in respect of avoidance actions in
such proceedings has run or when such actions otherwise become unavailable to
the bankruptcy estate), the Series 2005-1 Demand Note Payment Amount as if it
were calculated as of the date of the occurrence of such Event of Bankruptcy
and (ii) on any date of determination thereafter, $0.


 


“Series
2005-1 Deposit Date” has the meaning specified in Section 2.2 of
this Series Supplement.


 


“Series
2005-1 Designated Account” has the meaning specified in Section 2.10(a)
of this Series Supplement.


 


“Series
2005-1 Distribution Account” has the meaning specified in Section 2.9(a)
of this Series Supplement.


 


“Series
2005-1 Distribution Account Collateral” has the meaning specified in Section
2.9(d) of this Series Supplement.


 


“Series
2005-1 Excess Collection Account” has the meaning specified in Section
2.1(a) of this Series Supplement.


 


“Series
2005-1 Ford Letter of Credit” means each Class A Ford Letter of Credit and
each Class B Ford Letter of Credit, as the context may require.


 


“Series
2005-1 Ford Letter of Credit Provider” means each Class A Ford Letter of
Credit Provider and each Class B Ford Letter of Credit Provider, as the context
may require.


 


“Series
2005-1 Ford Letter of Credit Termination Date” means the date on which (i)
all Series 2005-1 Ford Letters of Credit have expired or been terminated and
returned to the Series 2005-1 Ford Letter of Credit Provider thereof, (ii) no
Ford Reimbursement Obligations are outstanding and (iii) Ford has been paid all
amounts distributable to Ford hereunder from the Series 2005-1 Cash Collateral
Accounts.


 


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“Series
2005-1 Global Note” means a Regulation S Global Note, a Restricted Global
Note or an Unrestricted Global Note.


 


“Series
2005-1 Interest Period” means a period commencing on and including a
Payment Date and ending on and including the day preceding the next succeeding
Payment Date; provided, however, that the initial Series 2005-1
Interest Period shall commence on and include the Series 2005-1 Closing Date
and end on and include January 24, 2006.


 


“Series
2005-1 Interest Rate Hedge” is defined in Section 2.11(a) of this
Series Supplement; provided that for the avoidance of doubt each Series
2005-1 Interest Rate Hedge shall constitute a “Series-Specific Swap Agreement”,
but shall not constitute a “Swap Agreement” for all purposes under the Base
Indenture or any other Related Document.


 


“Series
2005-1 Invested Percentage” means, on any date of determination:


 


(a)           when used with respect to Principal
Collections, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which shall be equal to the Series 2005-1
Required Adjusted Asset Amount, determined during the Series 2005-1 Revolving
Period as of the end of the immediately preceding Related Month (or, until the
end of the initial Related Month after the Series 2005-1 Closing Date, on the
Series 2005-1 Closing Date), or, the Series 2005-1 Required Adjusted Asset
Amount, determined during the Series 2005-1 Controlled Amortization Period and
the Series 2005-1 Rapid Amortization Period as of the last day of the Series
2005-1 Revolving Period, and the denominator of which shall be the greater of
(I) the Aggregate Asset Amount as of the end of the immediately preceding
Related Month or, until the end of the initial Related Month after the Series
2005-1 Closing Date, as of the Series 2005-1 Closing Date and (II) as of the
same date as in clause (I), the Aggregate Required Asset Amount;


 


(b)           when used with respect to Interest
Collections, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which shall be the Series 2005-1 Accrued
Amounts on such date of determination, and the denominator of which shall be
the aggregate Accrued Amounts with respect to all Series of Notes on such date
of determination.


 


“Series
2005-1 Lease Interest Payment Deficit” means on any Payment Date an amount
equal to the excess, if any, of (a) the aggregate amount of Interest
Collections which pursuant to Section 2.2(a), (b) or (c)
of this Series Supplement would have been deposited into the Series 2005-1
Accrued Interest Account if all payments of Monthly Variable Rent required to
have been made under the HVF Lease from and excluding the preceding Payment
Date to and including such Payment Date were made in full over (b) the
aggregate amount of Interest Collections which pursuant to Section 2.2(a),
(b) or (c) of this Series Supplement have been received for
deposit into the Series


 


61





















 


2005-1 Accrued Interest Account from and excluding the
preceding Payment Date to and including such Payment Date.


 


“Series
2005-1 Lease Payment Deficit” means either a Series 2005-1 Lease Interest
Payment Deficit or a Series 2005-1 Lease Principal Payment Deficit.


 


“Series
2005-1 Lease Principal Payment Carryover Deficit” means (a) for the initial
Payment Date, zero and (b) for any other Payment Date, the excess, if any, of
(x) the Series 2005-1 Lease Principal Payment Deficit, if any, on the preceding
Payment Date over (y) the amount deposited in the Series 2005-1
Distribution Account pursuant to Section 2.5(d) of this Series
Supplement on such preceding Payment Date on account of such Series 2005-1
Lease Principal Payment Deficit.


 


“Series
2005-1 Lease Principal Payment Deficit” means on any Payment Date the sum
of (a) the Series 2005-1 Monthly Lease Principal Payment Deficit for such
Payment Date and (b) the Series 2005-1 Lease Principal Payment Carryover
Deficit for such Payment Date.


 


“Series
2005-1 Letter of Credit” means a Class A Letter of Credit and/or a Class B
Letter of Credit, as the context may require.


 


“Series
2005-1 Letter of Credit Provider” means a Class A Letter of Credit Provider
and/or a Class B Letter of Credit Provider, as the context may require.


 


“Series
2005-1 Limited Liquidation Event of Default” means, so long as such event
or condition continues, any event or condition of the type specified in clauses
(a) through (k) of Article III of this Series Supplement that
continues for thirty (30) days (without double counting the cure period, if
any, provided therein); provided  however, that any event or
condition of the type specified in clauses (a) through (i) shall
cease to constitute a Series 2005-1 Limited Liquidation Event of Default if (i)
within such thirty (30) day period, such Amortization Event shall have been
cured and (ii) the Trustee shall have received from the Series 2005-1
Noteholders holding more than 50% of the Controlling Class a waiver of the
occurrence of such Series 2005-1 Limited Liquidation Event of Default.


 


“Series
2005-1 Liquidity Amount” means, as of any date of determination, the sum of
(a) the Class A Liquidity Amount and (b) the Class B Liquidity Amount, in each
case on such date.


 


“Series
2005-1 Maximum
Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any day, an amount equal to 6% of the Adjusted Aggregate
Asset Amount on such day (or such greater percentage as may be agreed to
by HVF, the Insurer (such consent not to be unreasonably withheld or delayed)
for so long as any Class A Notes are Outstanding, and the Rating Agencies,
subject to satisfaction of the Series 2005-1 Rating Agency Condition; provided,
that the consent of the Insurer shall not be required to the extent such
percentage is equal to or less than 15%).


 


62





















 


“Series
2005-1 Maximum Amount” means any of the Series 2005-1 Maximum Hyundai
Amount, the Series 2005-1 Maximum Jaguar Amount, the Series 2005-1 Maximum Kia
Amount, the Series 2005-1 Maximum Land Rover Amount, the Series 2005-1 Maximum
Mazda Amount, the Series 2005-1 Maximum Mitsubishi Amount, the Series 2005-1
Maximum Subaru Amount, the Series 2005-1 Maximum Volvo Amount, the Series
2005-1 Maximum Manufacturer Non-Eligible Vehicle Amount, the Series 2005-1
Maximum Non-Eligible Manufacturer Amount, the Series 2005-1 Maximum
Non-Eligible Vehicle Amount, the Series 2005-1 Maximum Audi Amount, the Series
2005-1 Maximum BMW Amount, the Series 2005-1 Maximum Lexus Amount, the Series
2005-1 Maximum Mercedes Amount, the Series 2005-1 Maximum Aggregate BMW/Lexus
Mercedes Amount and the Series 2005-1 Maximum HVF Service Vehicle Amount.


 


“Series
2005-1 Maximum Audi Amount” means, as of any day, an amount equal to 3% of
the Adjusted Aggregate Asset Amount on such day (or such greater percentage as
may be agreed to by HVF, the Insurer (such consent not to be unreasonably
withheld or delayed) for so long as any Class A Notes are Outstanding, and the
Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency
Condition; provided, that the consent of the Insurer shall not be
required to the extent such percentage is equal to or less than 8%).


 


“Series
2005-1 Maximum BMW Amount” means, as of any day, an amount equal to 3% of
the Adjusted Aggregate Asset Amount on such day (or such greater percentage as
may be agreed to by HVF, the Insurer (such consent not to be unreasonably
withheld or delayed) for so long as any Class A Notes are Outstanding, and the
Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency
Condition; provided, that the consent of the Insurer shall not be required to
the extent such percentage is equal to or less than 5%).


 


“Series
2005-1 Maximum HVF Service Vehicle Amount” means, as of any day, an amount
equal to 2% of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-1 Maximum Hyundai Amount” means, as of any day, an amount equal to 13%
of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-1 Maximum Jaguar Amount” means, as of any day, an amount equal to 5%
of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-1 Maximum Kia Amount” means, as of any day, an amount equal to 10% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-1 Maximum Land Rover Amount” means, as of any day, an amount equal to
5% of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-1 Maximum Lexus Amount” means, as of any day, an amount equal to 3% of
the Adjusted Aggregate Asset Amount on such day (or such


 


63





















 


greater percentage as may be agreed to by HVF, the
Insurer (such consent not to be unreasonably withheld or delayed) for so long
as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction
of the Series 2005-1 Rating Agency Condition; provided, that the consent
of the Insurer shall not be required to the extent such percentage is equal to
or less than 5%).


 


“Series
2005-1 Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any
day, with respect to any Manufacturer, an amount equal to 40% of the
Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the
extent that an Event of Bankruptcy has occurred with respect to any of Ford,
GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other
than Non-Program Vehicles manufactured by any such Manufacturer as of the date
of the occurrence of such Event of Bankruptcy) manufactured by each such
Manufacturer for which an Event of Bankruptcy has occurred and any amounts
related to such HVF Vehicles due from such Manufacturer).


 


“Series
2005-1 Maximum Mazda Amount” means, as of any day, an amount equal to 20%
of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-1 Maximum Mercedes Amount” means, as of any day, an amount equal to 3%
of the Adjusted Aggregate Asset Amount on such day (or such greater percentage
as may be agreed to by HVF, the Insurer (such consent not to be unreasonably
withheld or delayed) for so long as any Class A Notes are Outstanding, and the
Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency
Condition; provided, that the consent of the Insurer shall not be
required to the extent such percentage is equal to or less than 5%).


 


“Series
2005-1 Maximum Mitsubishi Amount” means, as of any day, an amount equal to
10% of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-1 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an
amount equal to 3% of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-1 Maximum Non-Eligible Vehicle Amount” means, as of any day, an amount
equal to 50% of the Adjusted Aggregate Asset Amount (excluding from the
calculation thereof, to the extent that an Event of Bankruptcy has occurred
with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value
of the HVF Vehicles (other than the Non-Program Vehicles manufactured by any
such Manufacturer as of the date of the occurrence of such Event of Bankruptcy)
manufactured by each such Manufacturer for which an Event of Bankruptcy has
occurred and any amounts related to such HVF Vehicles due from such
Manufacturer).


 


“Series
2005-1 Maximum Subaru Amount” means, as of any day, an amount equal to 5%
of the Adjusted Aggregate Asset Amount on such day.


 


64





















 


“Series
2005-1 Maximum Volvo Amount” means, as of any day, an amount equal to 5% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-1 Monthly Lease Principal Payment Deficit” means on any Payment Date
an amount equal to the excess, if any, of (a) the aggregate amount of Principal
Collections which pursuant to Section 2.2(a), (b) or (c)
of this Series Supplement would have been deposited into the Series 2005-1
Collection Account if all payments required to have been made under the HVF
Lease from and excluding the preceding Payment Date to and including such
Payment Date were made in full over (b) the aggregate amount of Principal
Collections which pursuant to Section 2.2(a), (b) or (c)
of this Series Supplement have been received for deposit into the Series 2005-1
Collection Account (without giving effect to any amounts deposited into the
Series 2005-1 Accrued Interest Account pursuant to the proviso in Section
2.2(c)(ii) of this Series Supplement) from and excluding the preceding
Payment Date to and including such Payment Date.


 


“Series
2005-1 Non-Ford Letter of Credit” means each Class A Non-Ford Letter of
Credit and each Class B Non-Ford Letter of Credit, as the context may require.


 


“Series
2005-1 Non-Ford Letter of Credit Provider” means each Class A Non-Ford
Letter of Credit Provider and each Class B Non-Ford Letter of Credit Provider,
as the context may require.


 


“Series
2005-1 Note Rate” means the Class A-1 Note Rate, the Class A-2 Note Rate,
the Class A-3 Note Rate, the Class A-4 Note Rate, the Class A-5 Note Rate, the
Class B-1 Note Rate, the Class B-2 Note Rate, the Class B-3 Note Rate, the
Class B-4 Note Rate, the Class B-5 Note Rate or the Class B-6 Note Rate, as the
context may require.


 


“Series
2005-1 Note Owner” means, with respect to a Series 2005-1 Global Note, the
Person who is the beneficial owner of an interest in such Series 2005-1 Global
Note, as reflected on the books of DTC, or on the books of a Person maintaining
an account with DTC (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of DTC).


 


“Series
2005-1 Noteholders” means, collectively, the Class A Noteholders and the
Class B Noteholders.


 


“Series
2005-1 Notes” means, collectively, the Class A Notes and the Class B Notes.


 


“Series
2005-1 Past Due Rent Payment” has the meaning specified in Section
2.2(d) of this Series Supplement.


 


“Series
2005-1 Percentage” means, as of any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Series 2005-1
Principal


 


65





















 


Amount as of such date and the denominator of which is
the Aggregate Principal Amount as of such date.


 


“Series
2005-1 Principal Allocation” has the meaning specified in Section 2.2
(a)(ii) of this Series Supplement.


 


“Series
2005-1 Principal Amount” means, as of any date of determination, the sum of
the Class A Principal Amount and the Class B Principal Amount, in each case, as
of such date.


 


“Series
2005-1 Rapid Amortization Period” means the period beginning at the close
of business on the Business Day immediately preceding the day on which an
Amortization Event is deemed to have occurred with respect to the Series 2005-1
Notes and ending upon the earlier to occur of (i) the date on which
(A) the Series 2005-1 Notes are fully paid, (B) the Insurer has been
paid all Insurer Fees and all Insurer Reimbursement Amounts then due,
(C) each Interest Rate Hedge Provider has been paid all amounts due and
owing to it from HVF under its Series 2005-1 Interest Rate Hedge, and (D) the
Series 2005-1 Ford Letter of Credit Termination Date and (ii) the termination
of the Indenture.


 


“Series
2005-1 Rating Agency Condition” means, with respect to the Series 2005-1
Notes and any action, including the issuance of an additional Series of Notes,
that each Rating Agency shall have notified HVF, the Insurer and the Trustee in
writing that such action will not result in a reduction or withdrawal of the
ratings of the Class A Notes (both with and without regard to the Insurance
Policy in effect immediately before the taking of such action) or the Class B Notes.


 


“Series 2005-1 Required Adjusted Asset Amount”
means, as of any date of determination, the sum of (i) the excess, if any, of
(A) the Class A Principal Amount as of such date over (B) the sum of (1) the
amount of cash and Permitted Investments on deposit in the Series 2005-1 Excess
Collection Account and (2) the amount of cash and Permitted Investments on
deposit in the Series 2005-1 Collection Account that, in the case of each of
(i)(B)(1) and (i)(B)(2), is required to be applied to reduce the Class A
Principal Amount, as of such date and (ii) the greater of (x) the Class A
Required Overcollateralization Amount as of such date and (y) the sum of (a)
the excess, if any, of (A) the Class B Principal Amount as of such date over
(B) the sum of (1) the amount of cash and Permitted Investments on deposit in
the Series 2005-1 Excess Collection Account and (2) the amount of cash and
Permitted Investments on deposit in the Series 2005-1 Collection Account that,
in the case of each of (ii)(B)(1) and (ii)(B)(2),is required to be applied to
reduce the Class B Principal Amount, as of such date and (b) the Class B
Required Overcollateralization Amount as of such date.


 


“Series
2005-1 Required Asset Amount” means, as of any date of determination, the
sum of (i) the Class A Adjusted Principal Amount as of such date and (ii) the
greater of (x) the Class A Required Overcollateralization Amount as of such
date


 


66





















 


and (y) the sum of (a) the Class B Adjusted Principal
Amount as of such date and (b) the Class B Required Overcollateralization
Amount as of such date.


 


“Series
2005-1 Required Asset Amount Percentage” means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Series 2005-1 Required Asset Amount and the denominator of which is the
Aggregate Required Asset Amount as of such date.


 


“Series
2005-1 Required Liquidity Amount” means, as of any date of determination,
an amount equal to the sum of (i) the Class A Required Liquidity Amount and
(ii) the Class B Required Liquidity Amount, in each case on such date.


 


“Series
2005-1 Revolving Period” means the period from and including the Series
2005-1 Closing Date to the earlier of (i) the commencement of the Series 2005-1
Rapid Amortization Period and (ii) the commencement of the Three-Year Notes
Controlled Amortization Period; provided that if the Three-Year Notes
are paid in full on or prior to the Three-Year Notes Expected Final Payment
Date and the Insurer has been paid all Insurer Fees and Insurer Reimbursement
Amounts due to the Insurer on such Three-Year Notes Expected Final Payment
Date, then the Series 2005-1 Revolving Period shall recommence and shall also
include the period from and including the Determination Date immediately
preceding the Payment Date on which the Three-Year Notes are paid in full and
continue to the earlier of (i) the commencement of the Four-Year Notes
Controlled Amortization Period and (ii) the commencement of the Series 2005-1
Rapid Amortization Period; provided that if the Four-Year Notes are paid
in full on or prior to the Four-Year Notes Expected Final Payment Date and the
Insurer has been paid all Insurer Fees and Insurer Reimbursement Amounts due to
the Insurer on such Four-Year Notes Expected Final Payment Date, then the
Series 2005-1 Revolving Period shall recommence and shall also include the
period from and including the Determination Date immediately preceding the
Payment Date on which the Four-Year Notes are paid in full and continue to the
earlier of (i) the commencement of the Five-Year Notes Controlled Amortization
Period and (ii) the commencement of the Series 2005-1 Rapid Amortization
Period.


 


“Series 2005-1 Series Account Collateral” has the
meaning specified in Section 2.1(d) of this Series Supplement.


 


“Series
2005-1 Series Accounts” has the meaning specified in Section 2.1(a)
of this Series Supplement.


 


“Series
2005-2 Notes” means the Series 2005-2 Medium Term Rental Car Asset Backed
Notes issued by HVF on the date hereof under 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 the Trustee.


 


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“Series
2005-3 Notes” means the Series 2005-3 Variable Funding Rental Car Asset
Backed Notes issued by HVF on the date hereof under 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 the Trustee.


 


“Series
2005-4 Notes” means the Series 2005-4 Variable Funding Rental Car Asset
Backed Notes issued by HVF on the date hereof under 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 the Trustee.


 


“Series-Specific
Collection Account” means the collection account established pursuant to a
Series Supplement for the benefit of a Series of Notes, which Series Supplement
provides for the distribution of funds allocated to such collection account to
the payment of Ford Reimbursement Obligations, after the payment of principal
of such Series of Notes and prior to any distribution or other release of such
funds to HVF and prior to any payment of termination payments under the Swap
Agreements, and which provides that for so long as the Ford LOC Exposure Amount
is greater than zero no such funds will be distributed to HVF or applied to
make termination payments under the Swap Agreements if, after giving effect to
such distribution or application, the Fleet Equity Amount would be less than
the Required Minimum Fleet Equity Amount.


 


“Series-Specific
Excess Collection Account” means the excess collection account established
pursuant to a Series Supplement for the benefit of a Series of Notes, which
Series Supplement provides for the distribution of funds allocated to such
excess collection account to the payment of Ford Reimbursement Obligations
after the payment of principal of such Series of Notes or any other Series of
Notes and prior to any distribution or other release of such funds to HVF and
prior to any payment of termination payments under the Swap Agreements, and
which provides that for so long as the Ford LOC Exposure Amount is greater than
zero no such funds will be distributed to HVF or applied to make termination
payments under the Swap Agreements if, after giving effect to such distribution
or application, the Fleet Equity Amount would be less than the Required Minimum
Fleet Equity Amount.


 


“Series
Supplement” has the meaning set forth in the preamble.


 


“Servicer
Event of Default” means the occurrence of an event that results in amounts
due under the Servicer’s Senior Credit Facilities becoming immediately due and
payable and that has not been waived by the lenders under such facilities.


 


“Shadow
Rating” means the rating of the Class A Notes by Standard & Poor’s or
Moody’s, as applicable, without giving effect to the Insurance Policy.


 


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“Subaru
Amount” means, as of any date of determination, an amount equal to the
Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program
Vehicle Amount, in each case with respect to Subaru as of such date.


 


“Telerate
Page 3750” means the display page so
designated on the Moneyline Telerate Service or any other page that may replace
that page on that service for the purpose of displaying comparable rates or
prices.


 


“Third-Party
Market Value” means, with respect to any HVF Vehicle as of any date of
determination, the market value of such HVF Vehicle as specified in the Related
Month’s published NADA Guide for the model class and model year of such HVF
Vehicle based on the average equipment and the average mileage of each HVF
Vehicle of such model class and model year; provided, that if the NADA
Guide was not published in the Related Month or the NADA Guide is being
published but such HVF Vehicle is not included therein, the Third-Party Market
Value of such HVF Vehicle shall be based on the market value specified in the
Finance Guide for the model class and model year of such HVF Vehicle based on
the average equipment and the average mileage of each HVF Vehicle of such model
class and model year; provided, further, that if the Finance Guide is being
published but such HVF Vehicle is not included therein, the Third-Party Market
Value of such HVF Vehicle shall mean the Net Book Value of such HVF Vehicle; provided,
further, that if the Finance Guide was not published in the Related Month, the
Third-Party Market Value of such HVF Vehicle shall be based on an independent
third-party data source selected by the Servicer and approved by each Rating
Agency that is rating any Series of Notes and, so long as any Class A Notes are
Outstanding, the Insurer (such approval not to be unreasonably withheld or
delayed), at the request of HVF based on the average equipment and average
mileage of each HVF Vehicle of such model class and model year; provided,
further, that if no such third-party data source or methodology shall have been
so approved or any such third-party source or methodology is not available, the
Third-Party Market Value of such HVF Vehicle shall be equal to a reasonable
estimate of the wholesale market value of such Vehicle as determined by the Servicer,
based on the Net Book Value of such Vehicle and any other factors deemed
relevant by the Servicer.


 


“Three-Year
Notes” means, collectively, the Class A-1 Notes, the Class B-1 Notes and
the Class B-2 Notes.


 


“Three-Year
Notes Controlled Amortization Period” means the period commencing at the
close of business on July 31, 2008 (or, if such day is not a Business Day, the
Business Day immediately preceding such day) and continuing to the earlier of
(i) the commencement of the Series 2005-1 Rapid Amortization Period, and (ii)
the date on which the Three-Year Notes are fully paid.


 


“Three-Year
Notes Expected Final Payment Date” means the February 2009 Payment Date.


 


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“Three-Year
Notes Legal Final Payment Date” means the February 2010 Payment Date.


 


“Top
Two Non-Investment Grade EPM Amount” means, as of any date of
determination, the sum for both Top Two Non-Investment Grade Manufacturers of
an amount, with respect to each Top Two Non-Investment Grade Manufacturers,
equal to the sum, rounded to the nearest $100,000, of the following amounts to
the extent that such amounts are included in the definition of “Aggregate Asset
Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles
that are Eligible Vehicles as of such date that were manufactured by such Top
Two Non-Investment Grade Manufacturers or an Affiliate thereof and not turned
in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant
to their Manufacturer Programs, not delivered and accepted for Auction pursuant
to their Manufacturer Programs or not otherwise sold or deemed to be sold under
the Related Documents, plus (ii) the aggregate amount of Manufacturer
Receivables (other than Excluded Payments) payable to HVF or to the
Intermediary pursuant to the Master Exchange Agreement, in each case as of such
date by such Top Two Non-Investment Grade Manufacturers with respect to
Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned
in to and accepted by such Top Two Non-Investment Grade Manufacturers or
delivered and accepted for Auction, plus (iii) with respect to Eligible
Vehicles that were Eligible Program Vehicles that have been delivered and
accepted for Auction pursuant to a Manufacturer Program with such Top Two
Non-Investment Grade Manufacturers, all amounts receivable (other than amounts
specified in clause (ii) above) from any person or entity in connection
with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect
to Eligible Vehicles that were Eligible Program Vehicles manufactured by such
Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have
been turned in to and accepted by such Top Two Non-Investment Grade
Manufacturers, delivered and accepted for Auction, otherwise sold or become a
Casualty, any accrued and unpaid Casualty Payments or Termination Payments with
respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v)
with respect to Eligible Vehicles that were Eligible Program Vehicles
manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate
thereof that have been turned in to and accepted by such Top Two Non-Investment
Grade Eligible Program Manufacturer, delivered and accepted for Auction or
otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such
Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses
(ii), (iii), and (iv) above) plus (vi) with respect to
Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third
party pursuant to Section 2.5(a) of the HVF Lease, any non-return
incentives payable to HVF under a Manufacturer Program by such Top Two
Non-Investment Grade Manufacturers in respect of the sale of such Vehicles
outside of the related Manufacturer Program as of such date, plus (vii) if such
date is during the period from and including a Determination Date to but
excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable
on the next Payment Date with respect to all Eligible Vehicles that are
Eligible Program Vehicles as of such date that were manufactured by such Top
Two Non-Investment Grade Manufacturers or an Affiliate thereof and that have
not been turned in to and accepted by such Top Two


 


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Non-Investment Grade Manufacturers pursuant to their
Manufacturer Programs, not been delivered and accepted for Auction pursuant to
their Manufacturer Programs and not otherwise been sold or deemed to be sold
under the Related Documents.


 


“Top
Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount” means,
as of any date of determination, the sum for both Top Two Non-Investment Grade
Manufacturers of an amount, with respect to each Top Two Non-Investment Grade
Manufacturers, equal to the sum, rounded to the nearest $100,000, of the
following amounts to the extent that such amounts are included in the
definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of
all Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program
Vehicles as of such date that were manufactured by such Top Two Non-Investment
Grade Manufacturers or an Affiliate thereof and not turned in to and accepted
by such Top Two Non-Investment Grade Manufacturers pursuant to their
Manufacturer Programs, not delivered and accepted for Auction pursuant to their
Manufacturer Programs or not otherwise sold or deemed to be sold under the
Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables
(other than Excluded Payments) payable to HVF or to the Intermediary pursuant
to the Master Exchange Agreement, in each case as of such date by such Top Two
Non-Investment Grade Manufacturers with respect to Vehicles that were
Non-Eligible Program Vehicles or Non-Program Vehicles when turned in to and
accepted by such Top Two Non-Investment Grade Manufacturers or delivered and
accepted for Auction, plus (iii) with respect to Eligible Vehicles that were
Non-Eligible Program Vehicles or Non-Program Vehicles that have been delivered
and accepted for Auction pursuant to a Manufacturer Program with such Top Two
Non-Investment Grade Manufacturers, all amounts receivable (other than amounts
specified in clause (ii) above) from any person or entity in connection
with the Auction of such Eligible Vehicles as of such date, plus (iv) with
respect to Eligible Vehicles that were Non-Eligible Program Vehicles or
Non-Program Vehicles manufactured by such Top Two Non-Investment Grade
Manufacturers or an Affiliate thereof that have been turned in to and accepted
by such Top Two Non-Investment Grade Manufacturers, delivered and accepted for
Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty
Payments or Termination Payments with respect to such Eligible Vehicles as of
such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that
were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such
Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have
been turned in to and accepted by such Top Two Non-Investment Grade Eligible
Program Manufacturer, delivered and accepted for Auction or otherwise sold, any
accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles
under the HVF Lease (net of amounts set forth in clauses (ii), (iii),
and (iv) above) plus (vi) with respect to Eligible Vehicles that were
Eligible Program Vehicles sold by HVF to a third party pursuant to Section
2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer
Program by such Top Two Non-Investment Grade Manufacturers in respect of the
sale of such Vehicles outside of the related Manufacturer Program as of such
date, plus (vii) if such date is during the period from and including a
Determination Date to but excluding the next Payment Date, accrued and unpaid
Monthly Base Rent


 


71





















 


payable on the next Payment Date with respect to all
Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program
Vehicles as of such date that were manufactured by such Top Two Non-Investment
Grade Manufacturers or an Affiliate thereof and that have not been turned in to
and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to
their Manufacturer Programs, not been delivered and accepted for Auction
pursuant to their Manufacturer Programs and not otherwise been sold or deemed
to be sold under the Related Documents.


 


“Top
Two Non-Investment Grade Manufacturers” means, as of any date of
determination, the two Non-Investment Grade Manufacturers with the largest
portions of the Aggregate Asset Amount attributable to Vehicles manufactured by
such Non-Investment Grade Manufacturers (or one or more Affiliates of such
Non-Investment Grade Manufacturers) and amounts receivable from such
Manufacturers (or one or more Affiliates of such Non-Investment Grade
Manufacturers), in each case as of such date.


 


“Unrestricted Global
Notes” has the meaning specified in Section 5.4(d) of this Series
Supplement.


 


“Volvo
Amount” means, as of any date of determination, an amount equal to the sum
of the Volvo Program Amount and the Volvo Non-Program Amount as of such date.


 


“Volvo
Non-Program Amount” means, as of any date of determination, an amount equal
to the Manufacturer Non-Eligible Vehicle Amount with respect to Volvo as of
such date.


 


“Volvo
Program Amount” means, as of any date of determination, an amount equal to
the Manufacturer Eligible Program Vehicle Amount with respect to Volvo as of
such date.


 


ARTICLE II


 


SERIES 2005-1 ALLOCATIONS


 


With
respect to the Series 2005-1 Notes only, the following shall apply:


 


Section 2.1.            Series 2005-1 Series Accounts.


 


(a)           Establishment of Series 2005-1
Series Accounts. HVF shall establish and maintain in the name of the
Trustee for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and
each Interest Rate Hedge Provider three accounts: the Series 2005-1 Collection
Account (such account, the “Series 2005-1 Collection Account”), the
Series 2005-1 Accrued Interest Account (such account, the “Series 2005-1
Accrued Interest Account”) and the Series 2005-1 Excess Collection Account
(such account, the “Series 2005-1 Excess Collection Account” and,
together with the Series 2005-1 Collection Account and the Series 2005-1
Accrued Interest Account, the “Series


 


72





















 


2005-1 Series Accounts”). Each
Series 2005-1 Series Account shall bear a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 2005-1
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider. Each
Series 2005-1 Series Account shall be an Eligible Deposit Account. If a Series
2005-1 Series Account is at any time no longer an Eligible Deposit Account, HVF
shall, within 10 Business Days of obtaining knowledge that such Series 2005-1
Series Account is no longer an Eligible Deposit Account, establish a new Series
2005-1 Series Account that is an Eligible Deposit Account. If a new Series
2005-1 Series Account is established, HVF shall instruct the Trustee in writing
to transfer all cash and investments from the non-qualifying Series 2005-1
Series Account into the new Series 2005-1 Series Account. Initially, each of
the Series 2005-1 Series Accounts will be established with The Bank of New
York.


 


(b)           Administration of the Series
2005-1 Series Accounts. HVF may instruct (by standing instructions or
otherwise) the institution maintaining each of the Series 2005-1 Series
Accounts to invest funds on deposit in such Series 2005-1 Series Account from
time to time in Permitted Investments; provided, however, that
(x) any such investment in the Series 2005-1 Excess Collection Account shall
mature not later than the Business Day following the date on which such funds
were received (including funds received upon a payment in respect of a
Permitted Investment made with funds on deposit in the Series 2005-1 Excess
Collection Account) and (y) any such investment in the Series 2005-1 Collection
Account or the Series 2005-1 Accrued Interest Account shall mature not later
than the Business Day prior to the first Payment Date following the date on
which such funds were received (including funds received upon a payment in
respect of a Permitted Investment made with funds on deposit in the Series 2005-1
Collection Account or Series 2005-1 Accrued Interest Account), unless any such
Permitted Investment is held with the Trustee, then such investment may mature
on such Payment Date so long as such funds shall be available for withdrawal on
or prior to such Payment Date. HVF shall not direct the Trustee to dispose of
(or permit the disposal of) any Permitted Investments prior to the maturity
thereof to the extent such disposal would result in a loss of the initial
purchase price of such Permitted Investment. In the absence of written
investment instructions hereunder, funds on deposit in the Series 2005-1 Series
Accounts shall remain uninvested.


 


(c)           Earnings from Series 2005-1 Series
Accounts. All interest and earnings (net of losses and investment expenses)
paid on funds on deposit in the Series 2005-1 Series Accounts shall be deemed
to be on deposit therein and available for distribution.


 


(d)           Series 2005-1 Series Accounts
Constitute Additional Collateral for Series 2005-1 Notes. In order to
secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2005-1 Notes, HVF hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest
Rate Hedge Provider, all of HVF’s right, title and interest in and to the
following (whether now or hereafter existing or acquired):  (i) the Series 2005-1 Series Accounts, including


 


73





















 


any security entitlement thereto; (ii) all funds on
deposit therein from time to time; (iii) all certificates and instruments, if
any, representing or evidencing any or all of the Series 2005-1 Series Accounts
or the funds on deposit therein from time to time; (iv) all investments made at
any time and from time to time with monies in the Series 2005-1 Series
Accounts, whether constituting securities, instruments, general intangibles,
investment property, financial assets or other property; (v) all interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for the Series
2005-1 Series Accounts, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing clauses
(i) through (vi) are referred to, collectively, as the “Series
2005-1 Series Account Collateral”).


 


Section 2.2.            Allocations with Respect to the
Series 2005-1 Notes. The net proceeds from the initial sale of the Class A
Notes will be deposited into the Series 2005-1 Closing Account on the Series
2005-1 Closing Date. The Administrator will direct the Trustee in writing
pursuant to the Administration Agreement, prior to 4:00 a.m. (New York City
time) on the Series 2005-1 Closing Date, as to the manner in which to apply all
amounts so deposited into the Series 2005-1 Closing Account; provided
that all amounts on deposit in the Series 2005-1 Closing Account shall be
applied in accordance with the priority of payments specified in Section
2.2(f) of this Series Supplement, as if such funds were on deposit in the
Series 2005-1 Excess Collection Account. The Trustee shall withdraw any amounts
remaining in the Series 2005-1 Closing Account as of 9:30 a.m. on the Series
2005-1 Closing Date and deposit such amounts in the Series 2005-1 Excess
Collection Account. The net proceeds from the initial sale of any Class B Notes
on a Series 2005-1 Class B Notes Closing Date will be deposited into the Series
2005-1 Excess Collection Account. All amounts payable to HVF under any Series
2005-1 Interest Rate Hedges will be deposited into the Series 2005-1 Collection
Account. On each Business Day on which Collections are deposited into the
Collection Account (each such date, a “Series 2005-1 Deposit Date”), the
Administrator will direct the Trustee in writing pursuant to the Administration
Agreement to apply from all amounts deposited into the Collection Account in
accordance with the provisions of this Section 2.2:


 


(a)           Allocations of Collections During
the Series 2005-1 Revolving Period. During the Series 2005-1 Revolving
Period, the Administrator will direct the Trustee in writing pursuant to the
Administration Agreement, prior to 1:00 p.m. (New York City time) on each
Series 2005-1 Deposit Date, to apply from all amounts deposited into the
Collection Account as set forth below:


 


(i)            allocate
to and deposit in the Series 2005-1 Collection Account an amount equal to the
sum of (A) the Series 2005-1 Invested Percentage (as of such day) of the
aggregate amount of Interest Collections on such day and (B) any amounts
received by the Trustee in respect of the Series 2005-1 Interest Rate Hedges. All
such amounts deposited into the Series 2005-1 Collection


 


74





















 


Account
shall thereafter be deposited into the Series 2005-1 Accrued Interest Account;
and


 


(ii)           allocate
to and deposit in the Series 2005-1 Excess Collection Account (A) an amount
equal to the Series 2005-1 Invested Percentage (as of such day) of the
aggregate amount of Principal Collections on such day and (B) on the Series
2005-1 Closing Date, the net proceeds from the issuance of the Series 2005-1
Notes (for any such day, the “Series 2005-1 Principal Allocation”).


 


(b)           Allocations of Collections During
any Series 2005-1 Controlled Amortization Period. During any Series 2005-1
Controlled Amortization Period, the Administrator will direct the Trustee in
writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York
City time) on each Series 2005-1 Deposit Date, to apply from all amounts
deposited into the Collection Account as set forth below:


 


(i)            allocate
to and deposit in the Series 2005-1 Collection Account an amount determined as
set forth in Section 2.2(a)(i) above for such day, which amount shall be
thereafter allocated to and deposited in the Series 2005-1 Accrued Interest
Account; and


 


(ii)           (A)
with respect to the Three-Year Notes Controlled Amortization Period, allocate
to and deposit in the Series 2005-1 Collection Account an amount equal to the
Series 2005-1 Principal Allocation for such day, which amount shall be used to
make principal payments on the next succeeding Payment Date (I) on a pro
rata basis in respect of the Class A-1 Notes until the Class A-1
Controlled Distribution Amount with respect to the Related Month related to
such Payment Date has been paid in full and (II) once the Class A-1 Controlled
Distribution Amount with respect to such Payment Date has been paid in full, on
a pro  rata basis in respect of the Class B-1 Notes and the Class
B-2 Notes until the Class B-1 Controlled Distribution Amount and the Class B-2
Controlled Distribution Amount with respect to the Related Month related to
such Payment Date have been paid in full; provided, however, that
if the Monthly Total Principal Allocation for the current Related Month
(together with the amount deposited in the Series 2005-1 Collection Account
from the Series 2005-1 Excess Collection Account on the first day of such
Related Month pursuant to Section 2.2(f) of this Series Supplement)
exceeds the sum of the Class A-1 Controlled Distribution Amount, the Class B-1
Controlled Distribution Amount and the Class B-2 Controlled Distribution
Amount, in each case with respect to such Related Month, then the amount of
such excess shall be deposited into the Series 2005-1 Excess Collection
Account; (B) with respect to the Four-Year Notes Controlled Amortization
Period, allocate to and deposit in the Series 2005-1 Collection Account an
amount equal to the Series 2005-1 Principal Allocation for such day, which
amount shall be used to make principal payments on the next succeeding Payment
Date (I) on a pro  rata basis in respect of the Class A-2 Notes
and the Class A-3 Notes until the Class A-2 Controlled Distribution Amount and
the Class A-3 Controlled Distribution Amount with respect to the Related Month


 


75





















 


related
to such Payment Date have been paid in full and (II) once the Class A-2
Controlled Distribution Amount and the Class A-3 Controlled Distribution Amount
with respect to such Payment Date have been paid in full, on a pro  rata
basis in respect of the Class B-3 Notes and the Class B-4 Notes until the Class
B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution
Amount with respect to the Related Month related to such Payment Date have been
paid in full; provided, however, that if the Monthly Total
Principal Allocation for the current Related Month (together with the amount
deposited in the Series 2005-1 Collection Account from the Series 2005-1 Excess
Collection Account on the first day of such Related Month pursuant to Section
2.2(f) of this Series Supplement) exceeds the sum of the Class A-2
Controlled Distribution Amount, the Class A-3 Controlled Distribution Amount,
the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled
Distribution Amount, in each case with respect to such Related Month, then the
amount of such excess shall be deposited into the Series 2005-1 Excess
Collection Account; and (C) with respect to the Five-Year Notes Controlled
Amortization Period, allocate to and deposit in the Series 2005-1 Collection
Account an amount equal to the Series 2005-1 Principal Allocation for such day,
which amount shall be used to make principal payments on the next succeeding
Payment Date (I) on a pro  rata basis in respect of the Class A-4
Notes and the Class A-5 Notes until the Class A-4 Controlled Distribution
Amount and the Class A-5 Controlled Distribution Amount with respect to the
Related Month related to such Payment Date have been paid in full and (II) once
the Class A-4 Controlled Distribution Amount and the Class A-5 Controlled
Distribution Amount with respect to such Payment Date have been paid in full,
on a pro  rata basis in respect of the Class B-5 Notes and the
Class B-6 Notes until the Class B-5 Controlled Distribution Amount and the
Class B-6 Controlled Distribution Amount with respect to the Related Month
related to such Payment Date have been paid in full; provided, however,
that if the Monthly Total Principal Allocation for the current Related Month,
(together with the amount deposited in the Series 2005-1 Collection Account
from the Series 2005-1 Excess Collection Account on the first day of such
Related Month pursuant to Section 2.2(f) of this Series Supplement),
exceeds the sum of the Class A-4 Controlled Distribution Amount, the Class A-5
Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount
and the Class B-6 Controlled Distribution Amount, in each case with respect to
such Related Month, then the amount of such excess shall be deposited into the
Series 2005-1 Excess Collection Account.


 


(c)           Allocations of Collections During
the Series 2005-1 Rapid Amortization Period. During the Series 2005-1 Rapid
Amortization Period, the Administrator will direct the Trustee in writing
pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City
time) on any Series 2005-1 Deposit Date, to apply from all amounts deposited
into the Collection Account as set forth below:


 


(i)            allocate
to and deposit in the Series 2005-1 Collection Account an amount determined as
set forth in Section 2.2(a)(i) above for such


 


76





















 


day,
which amount shall be thereafter allocated to and deposited in the Series
2005-1 Accrued Interest Account; and


 


(ii)           allocate
to and deposit in the Series 2005-1 Collection Account an amount equal to the
Series 2005-1 Principal Allocation for such day, which amount shall be used to
make principal payments (I) on a pro  rata basis in respect of the
Class A Notes until the Class A Notes have been paid in full, (II) once the
Class A Notes have been paid in full, on a pro  rata basis in
respect of the Class B Notes until the Class B Notes have been paid in full,
(III) once the Class B Notes have been paid in full, to Ford, all unpaid Ford
Reimbursement Obligations until Ford has been paid in full, and (IV) once Ford
has been paid in full, only for so long as the Ford LOC Exposure Amount is
greater than zero, solely to the extent that after giving effect to such
payment the Fleet Equity Condition
would be satisfied, on a
pro  rata basis to each Interest Rate Hedge Provider all amounts
due and owing to it under its Series 2005-1 Interest Rate Hedge; provided
that if on any Determination Date (A) the Administrator determines that the
amount anticipated to be available from Interest Collections allocable to the
Series 2005-1 Notes, any amounts
payable to the Trustee in respect of any Series 2005-1 Interest Rate Hedges and
other amounts available pursuant to Section 2.3 of this Series
Supplement to pay Class A Adjusted Monthly Interest and the Monthly Hedge
Payment on the next succeeding Payment Date will be less than the sum of the
Class A Adjusted Monthly Interest and the Monthly Hedge Payment for such
Payment Date and (B) the Class A Enhancement Amount is greater than zero, then
the Administrator shall direct the Trustee in writing to withdraw from the
Series 2005-1 Collection Account a portion of the Principal Collections
allocated to the Series 2005-1 Notes during the Related Month equal to the
lesser of such insufficiency and the Class A Enhancement Amount and deposit
such amount into the Series 2005-1 Accrued Interest Account to be treated as
Interest Collections on such Payment Date.


 


(d)           Past Due Rental Payments. Notwithstanding
the foregoing, if, after the occurrence of a Series 2005-1 Lease Payment
Deficit, the Lessee shall make a payment of Rent or other amount payable by the
Lessee under the HVF Lease on or prior to the fifth Business Day after the
occurrence of such Series 2005-1 Lease Payment Deficit (a “Past Due Rent
Payment”), the Administrator shall direct the Trustee in writing pursuant
to the Administration Agreement to allocate to and deposit in the Series 2005-1
Collection Account an amount equal to the Series 2005-1 Invested Percentage as
of the date of the occurrence of such Series 2005-1 Lease Payment Deficit of
the Collections attributable to such Past Due Rent Payment (the “Series
2005-1 Past Due Rent Payment”). The Administrator shall instruct the
Trustee in writing pursuant to the Administration Agreement to withdraw from
the Series 2005-1 Collection Account and apply the Series 2005-1 Past Due Rent
Payment in the following order:


 


(i)            if
the occurrence of the related Series 2005-1 Lease Payment Deficit resulted in a
demand for payment being made under the Insurance Policy, pay to the Insurer an
amount equal to the lesser of (x) the


 


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unreimbursed
amount of the payment made by the Insurer under the Insurance Policy in respect
of such demand and (y) the amount of the Series 2005-1 Past Due Rent Payment;


 


(ii)           if
the occurrence of the related Series 2005-1 Lease Payment Deficit resulted in
one or more Class A LOC Credit Disbursements being made under the Class A Ford
Letters of Credit, pay to Ford an amount equal to the lesser of (x) the
unreimbursed amount of such Class A LOC Credit Disbursement and (y) the amount
of the Series 2005-1 Past Due Rent Payment remaining after any payment pursuant
to clause (i) above;


 


(iii)          if
the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a
withdrawal being made from the Class A Ford Cash Collateral Account, deposit in
the Class A Ford Cash Collateral Account an amount equal to the lesser of (x)
the amount of the Series 2005-1 Past Due Rent Payment remaining after any payments
pursuant to clauses (i) and (ii) above and (y) the amount
withdrawn from the Class A Ford Cash Collateral Account on account of such
Series 2005-1 Lease Payment Deficit;


 


(iv)          if
the occurrence of the related Series 2005-1 Lease Payment Deficit resulted in
one or more Class A LOC Credit Disbursements being made under the Class A
Non-Ford Letters of Credit, pay to each Class A Non-Ford Letter of Credit
Provider who made such a Class A LOC Credit Disbursement for application in
accordance with the provisions of the applicable Class A Letter of Credit
Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed
amount of such Class A Non-Ford Letter of Credit Provider’s Class A LOC Credit
Disbursement and (y) such Class A Non-Ford Letter of Credit Provider’s pro rata
share, calculated on the basis of the unreimbursed amount of each such Class A
Non-Ford Letter of Credit Provider’s Class A LOC Credit Disbursement, of the
amount of the Series 2005-1 Past Due Rent Payment remaining after any payment
pursuant to clauses (i) through (iii) above;


 


(v)           if
the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a
withdrawal being made from the Class A Non-Ford Cash Collateral Account,
deposit in the Class A Non-Ford Cash Collateral Account an amount equal to the
lesser of (x) the amount of the Series 2005-1 Past Due Rent Payment remaining
after any payments pursuant to clauses (i) through (iv) above and (y) the
amount withdrawn from the Class A Non-Ford Cash Collateral Account on account
of such Series 2005-1 Lease Payment Deficit;


 


(vi)          if
the occurrence of the related Series 2005-1 Lease Payment Deficit resulted in
one or more Class B LOC Credit Disbursements being made under the Class B Ford
Letters of Credit, pay to Ford an amount equal to the lesser of (x) the
unreimbursed amount of such Class B LOC Credit


 


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Disbursement
and (y) the amount of the Series 2005-1 Past Due Rent Payment remaining after
any payment pursuant to clauses (i) through (v) above;


 


(vii)         if
the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a
withdrawal being made from the Class B Ford Cash Collateral Account, deposit in
the Class B Ford Cash Collateral Account an amount equal to the lesser of (x)
the amount of the Series 2005-1 Past Due Rent Payment remaining after any
payments pursuant to clauses (i) through (vi) above and (y) the amount
withdrawn from the Class B Ford Cash Collateral Account on account of such
Series 2005-1 Lease Payment Deficit;


 


(viii)        if
the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a
withdrawal being made from the Class A Reserve Account pursuant to Section
2.3(d)(i) of this Series Supplement, deposit in the Class A Reserve Account
an amount equal to the lesser of (x) the amount of the Series 2005-1 Past Due
Rent Payment remaining after any payments pursuant to clauses (i)
through (vii) above and (y) the excess, if any, of the Class A Required
Reserve Account Amount over the Class A Available Reserve Account Amount on
such day;


 


(ix)           if
the occurrence of the related Series 2005-1 Lease Payment Deficit resulted in
one or more Class B LOC Credit Disbursements being made under the Class B
Non-Ford Letters of Credit, pay to each Class B Non-Ford Letter of Credit
Provider who made such a Class B LOC Credit Disbursement for application in
accordance with the provisions of the applicable Class B Letter of Credit
Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed
amount of such Class B Non-Ford Letter of Credit Provider’s Class B LOC Credit
Disbursement and (y) such Class B Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the
unreimbursed amount of each such Class B Non-Ford Letter of Credit Provider’s
Class B LOC Credit Disbursement, of the amount of the Series 2005-1 Past Due
Rent Payment remaining after any payment pursuant to clauses (i) through
(viii) above;


 


(x)            if
the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a
withdrawal being made from the Class B Non-Ford Cash Collateral Account,
deposit in the Class B Non-Ford Cash Collateral Account an amount equal to the
lesser of (x) the amount of the Series 2005-1 Past Due Rent Payment remaining
after any payments pursuant to clauses (i) through (ix) above and
(y) the amount withdrawn from the Class B Non-Ford Cash Collateral Account on
account of such Series 2005-1 Lease Payment Deficit;


 


(xi)           if
the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a
withdrawal being made from the Class B Reserve Account pursuant to Section
2.3(d)(ii) of this Series Supplement, deposit in the Class B Reserve
Account an amount equal to the lesser of (x) the amount of the Series


 


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2005-1
Past Due Rent Payment remaining after any payments pursuant to clauses (i)
through (x) above and (y) the excess, if any, of the Class B Required
Reserve Account Amount over the Class B Available Reserve Account Amount on
such day;


 


(xii)          deposit
into the Series 2005-1 Accrued Interest Account the amount, if any, by which
the Series 2005-1 Lease Interest Payment Deficit, if any, relating to such
Series 2005-1 Lease Payment Deficit exceeds the amount of the Series 2005-1
Past Due Rent Payment applied pursuant to clauses (i) through (xi)
above; and


 


(xiii)         deposit
into the Series 2005-1 Excess Collection Account and treat as Principal
Collections the remaining amount of the Series 2005-1 Past Due Rent Payment.


 


(e)           Amounts Allocated from Other
Series. Amounts allocated to other Series of Notes that have been
reallocated by HVF to the Series 2005-1 Notes (i) during the Series 2005-1
Revolving Period shall be deposited into the Series 2005-1 Excess Collection
Account and applied in accordance with Section 2.2(f) of this Series
Supplement and (ii) during the Series 2005-1 Controlled Amortization Period or
the Series 2005-1 Rapid Amortization Period shall be deposited into the Series
2005-1 Collection Account and applied in accordance with Section 2.2(b)
or 2.2(c), as the case may be, of this Series Supplement to make
principal payments in respect of the Series 2005-1 Notes, and after the Series
2005-1 Notes have been paid in full, to pay Ford all unpaid Ford Reimbursement
Obligations and,
only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after
giving effect to such payment the Fleet Equity Condition would be satisfied, to pay each Interest Rate Hedge
Provider all amounts due and owing to it under its Series 2005-1 Interest Rate
Hedge.


 


(f)            Series 2005-1 Excess Collection
Account. Amounts deposited into the Series 2005-1 Excess Collection Account
on any Series 2005-1 Deposit Date will be (i) first, withdrawn and
deposited in the Class A Reserve Account in an amount up to the excess, if any,
of the Class A Required Reserve Account Amount for such date over the Class A
Available Reserve Account Amount for such date, (ii) second, withdrawn
and deposited in the Class B Reserve Account in an amount up to the excess, if
any, of the Class B Required Reserve Account Amount for such date over the
Class B Available Reserve Account Amount for such date, (iii) third,
used to pay the principal amount of other Series of Notes that are then
required to be paid or, at the option of HVF, to pay the principal amount of
other Series of Notes that may be paid under the Indenture, (iv) fourth,
used to pay Ford all unpaid Ford Reimbursement Obligations, (v) fifth,
used to pay each Interest Rate Hedge Provider all amounts due and owing to it under
its Series 2005-1 Interest Rate Hedge and (vi) sixth, any remaining
funds may be released to HVF, in the case of clauses (ii) through (vi), only to the
extent that no Class Enhancement Deficiency or other Amortization Event with
respect to the Series 2005-1 Notes would result therefrom or exist immediately
thereafter and in the case of clauses
(v) and (vi) only for so long as the Ford LOC
Exposure Amount is greater than zero, solely to the


 


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extent that after giving effect to such payment or release or immediately
after such payment or release,
the Fleet Equity Condition would be satisfied. Notwithstanding the foregoing,
on the first day of each Series 2005-1 Controlled Amortization Period and on
the first Business Day of each Related Month during each Series 2005-1
Controlled Amortization Period following the Related Month in which such Series
2005-1 Controlled Amortization Period began, or, if earlier, the first day of
the Series 2005-1 Rapid Amortization Period, all funds on deposit in the Series
2005-1 Excess Collection Account will be withdrawn from the Series 2005-1
Excess Collection Account and deposited into the Series 2005-1 Collection
Account and applied in accordance with Section 2.2(b)(ii) or 2.2(c)(ii),
as the case may be, of this Series Supplement.


 


Section 2.3.            Application of Interest
Collections.


 


On the
fourth Business Day prior to each Payment Date, as provided below, the
Administrator shall instruct the Trustee in writing pursuant to the
Administration Agreement to withdraw, and on such Payment Date the Trustee,
acting in accordance with such instructions, shall withdraw the amounts
required to be withdrawn from the Series 2005-1 Accrued Interest Account
pursuant to Section 2.3(b) below in respect of all funds available from
any Series 2005-1 Interest Rate Hedges and Interest Collections processed since
the preceding Payment Date and allocated to the holders of the Series 2005-1
Notes.


 


(a)           Appointment of Calculation Agent.
BNY MTC is hereby appointed Calculation Agent for the purpose of determining
the Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-4 Note Rate, the
Class B-1 Note Rate, the Class B-3 Note Rate and the Class B-5 Note Rate for
each Series 2005-1 Interest Period. On each LIBOR Determination Date, the
Calculation Agent shall determine the Class A-1 Note Rate, the Class A-2 Note
Rate, the Class A-4 Note Rate, the Class B-1 Note Rate, the Class B-3 Note Rate
and the Class B-5 Note Rate for the next succeeding Series 2005-1 Interest
Period and deliver notice of the Class A-1 Note Rate, the Class A-2 Note Rate,
the Class A-4 Note Rate, the Class B-1 Note Rate, the Class B-3 Note Rate and
the Class B-5 Note Rate to the Trustee and the Administrator.


 


(b)           Note Interest with respect to the
Series 2005-1 Notes. On the fourth Business Day prior to each Payment Date,
the Administrator shall instruct the Trustee in writing pursuant to the
Administration Agreement as to the amount to be withdrawn from the Series
2005-1 Accrued Interest Account to the extent funds are anticipated to be
available from Interest Collections allocable to the Series 2005-1 Notes
processed from but not including the preceding Payment Date through the
succeeding Payment Date and any amounts payable to HVF under any Series 2005-1
Interest Rate Hedge during that period in respect of (i) first, an
amount equal to the Class A Monthly Interest for the Series 2005-1 Interest
Period ending on the day preceding such succeeding Payment Date, (ii) second,
an amount equal to the Monthly Hedge Payment, if any, for the next succeeding
Payment Date, (iii) third, an amount equal to the unpaid Class A
Deficiency Amounts, if any, as of the preceding Payment Date (together with any
accrued interest on such Class A Deficiency Amounts), (iv) fourth, an
amount equal


 


81





















 


to the Insurer Fee for such Series 2005-1 Interest
Period plus any Insurer Reimbursement Amounts then due and owing, (v) fifth,
an amount equal to the Class B Monthly Interest for the Series 2005-1 Interest
Period ending on the day preceding such succeeding Payment Date, and (vi) sixth,
an amount equal to the unpaid Class B Deficiency Amounts, if any, as of the
preceding Payment Date (together with any accrued interest on such Class B
Deficiency Amounts). On or before 10:00 a.m. (New York City time) on the
following Payment Date, the Trustee shall withdraw the amounts described in the
first sentence of this Section 2.3(b) from the Series 2005-1 Accrued
Interest Account and deposit such amounts into the Series 2005-1 Distribution
Account.


 


(c)           Lease Payment Deficit Notice. On
or before 10:00 a.m. (New York City time) on each Payment Date, the
Administrator shall notify the Trustee of the amount of any Series 2005-1 Lease
Payment Deficit, such notification to be in the form of Exhibit C to
this Series Supplement (each a “Lease Payment Deficit Notice”).


 


(d)           (i)            Withdrawals
from the Class A Reserve Account. If the Administrator determines on
any Payment Date that the amounts available from the Series 2005-1 Accrued
Interest Account are insufficient to pay the sum of the amounts described in clauses
(i), (ii), (iii) and (iv) of Section 2.3(b)
of this Series Supplement on such Payment Date, the Administrator shall
instruct the Trustee in writing to withdraw from the Class A Reserve Account
and deposit in the Series 2005-1 Distribution Account on such Payment Date an
amount equal to the lesser of the Class A Available Reserve Account Amount and
such insufficiency. The Trustee shall withdraw such amount from the Class A
Reserve Account and deposit such amount in the Series 2005-1 Distribution
Account. During the continuance of an Insurer Default, no amounts in respect of
the Insurer Fee shall be withdrawn from the Class A Reserve Account.


 


(ii)         Withdrawals from the Class B Reserve
Account. If the Administrator determines on any Payment Date that the
amounts available from the Series 2005-1 Accrued Interest Account are
insufficient to pay the sum of the amounts described in clauses  (i)
through (vi) of Section 2.3(b) of this Series Supplement on such
Payment Date, the Administrator shall instruct the Trustee in writing to
withdraw from the Class B Reserve Account and deposit in the Series 2005-1
Distribution Account on such Payment Date an amount equal to the lesser of the
Class B Available Reserve Account Amount and the lesser of (I) such
insufficiency and (II) the amounts described in clauses (v) and (vi)
of Section 2.3(b) of this Series Supplement. The Trustee shall withdraw
such amount from the Class B Reserve Account and deposit such amount in the
Series 2005-1 Distribution Account, solely for payment to the Class B
Noteholders in respect of amounts due and owing to them pursuant to clauses
(v) and (vi) of Section 2.3(b) of this Series Supplement.


 


(e)           Draws on Series 2005-1 Letters of
Credit. (I) (X) If the Administrator determines on any Payment Date
that there exists a Series 2005-1 Lease Interest Payment Deficit, the
Administrator shall instruct the Trustee in writing to draw on the Class A
Non-Ford Letters of Credit, if any, and, upon receipt of such notice by the
Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date,
the


 


82





















 


Trustee shall, by 12:00 p.m. (New York City time) on
such Payment Date draw an amount, as set forth in such notice, equal to the
least of (i) such Series 2005-1 Lease Interest Payment Deficit, (ii) the
excess, if any, of the sum of the amounts described in clauses  (i),
(ii), (iii) and (iv) of Section 2.3(b) of this
Series Supplement on such Payment Date over the amounts available from the
Series 2005-1 Accrued Interest Account plus the amount withdrawn from the Class
A Reserve Account pursuant to Section 2.3(d)(i) of this Series
Supplement on such Payment Date and (iii) the Class A Non-Ford Letter of Credit
Liquidity Amount on the Class A Non-Ford Letters of Credit by presenting to
each Class A Letter of Credit Provider a draft accompanied by a Class A
Certificate of Credit Demand and shall cause the Class A LOC Credit
Disbursements to be deposited in the Series 2005-1 Distribution Account on such
Payment Date; provided, however  that if the Class A
Non-Ford Cash Collateral Account has been established and funded, the Trustee
shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in
the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the
Class A Non-Ford Cash Collateral Percentage on such Payment Date of the least
of the amounts described in clauses (i), (ii) or (iii)
above and (y) the Class A Available Non-Ford Cash Collateral Account Amount on
such Payment Date and draw an amount equal to the remainder of such amount on
the Class A Non-Ford Letters of Credit. During the continuance of an Insurer Default,
no amounts in respect of the Insurer Fee shall be drawn on the Class A Non-Ford
Letters of Credit or withdrawn from the Class A Non-Ford Cash Collateral
Account.


 


(Y)  If the
Administrator determines on any Payment Date that the sum of the amounts described
in clauses (i), (ii), (iii) and (iv) of Section
2.3(b)  of this
Series Supplement on such Payment Date exceeds the amounts available
from the Series 2005-1 Accrued Interest Account plus the amount withdrawn from
the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series
Supplement on such Payment Date plus the amounts to be drawn on the Class A
Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash
Collateral Account) pursuant to clause (X) above on such Payment Date,
the Administrator shall instruct the Trustee in writing to draw on the Class A
Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee
on or prior to 10:30 a.m. (New York City time) on such Payment Date, the
Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an
amount, as set forth in such notice, equal to the lesser of (i) the excess, if
any, of the sum of the amounts described in clauses (i), (ii), (iii)
and (iv) of Section 2.3(b) of this Series Supplement on such
Payment Date over the amounts available from the Series 2005-1 Accrued Interest
Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section
2.3(d)(i) of this Series Supplement on such Payment Date plus the amounts
to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from
the Class A Non-Ford Cash Collateral Account) pursuant to clause (X)
above on such Payment Date and (ii) the Class A Ford Letter of Credit Liquidity
Amount on the Class A Ford Letters of Credit by presenting to each Class A Ford
Letter of Credit Provider a draft accompanied by a Class A Certificate of
Credit Demand and shall cause the Class A LOC Credit Disbursements to be
deposited in the Series 2005-1 Distribution Account on such Payment Date; provided,
however that if the Class A Ford Cash Collateral Account has been
established and funded, the Trustee


 


83





















 


shall withdraw from the Class A Ford Cash Collateral
Account and deposit in the Series 2005-1 Distribution Account an amount equal
to the lesser of (x) the Class A Ford Cash Collateral Percentage on such
Payment Date of the lesser
of the amounts described in clauses (i) and (ii) above and
(y) the Class A Available Ford Cash Collateral Account Amount on such Payment
Date and draw an amount equal to the remainder of such amount on the Class A
Ford Letters of Credit. During the continuance of an Insurer Default, no
amounts in respect of the Insurer Fee shall be drawn on the Class A Ford
Letters of Credit or withdrawn from the Class A Ford Cash Collateral Account.


 


(II)  (X) If the Administrator determines on
any Payment Date that there exists a Series 2005-1 Lease Interest Payment
Deficit, the Administrator shall instruct the Trustee in writing to draw on the
Class B Non-Ford Letters of Credit, if any, and, upon receipt of such notice by
the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment
Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date
draw an amount, as set forth in such notice, equal to the least of (i) the
excess, if any, of such Series 2005-1 Lease Interest Payment Deficit over the
sum of the amounts to be drawn on the Class A Non-Ford Letters of Credit
(and/or withdrawn from the Class A Non-Ford Cash Collateral Accounts), (ii) the
lesser of (A) the excess, if any, of the sum of the amounts described in clauses
(i) through (vi) of Section 2.3(b) of this Series Supplement
on such Payment Date over the
sum of the amounts available from the Series 2005-1 Accrued Interest
Account plus the sum of the amount
withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i)
of this Series Supplement and the amount withdrawn from the Class B Reserve
Account pursuant to Section 2.3(d)(ii) of this Series Supplement on such
Payment Date plus the amounts to be drawn on the Class A Letters of Credit
(and/or withdrawn from the
Class A Cash Collateral Accounts) pursuant to Section 2.3(e)(I) of this Series
Supplement on such Payment Date and (B) the sum of the amounts described in clauses
(v) and (vi) of Section 2.3(b) of this Series Supplement and
(iii) the Class B Non-Ford Letter of Credit Liquidity Amount on the Class B
Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of
Credit Provider a draft accompanied by a Class B Certificate of Credit Demand
and shall cause the Class B LOC Credit Disbursements to be deposited in the
Series 2005-1 Distribution Account on such Payment Date, solely for payment to
the Class B Noteholders in respect of amounts due and owing to them pursuant to
clauses (v) and (vi) of Section 2.3(b) of this Series
Supplement; provided, however that if the Class B Non-Ford Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Class B Non-Ford Cash Collateral Account and deposit in the Series
2005-1 Distribution Account an amount equal to the lesser of (x) the Class B
Non-Ford Cash Collateral Percentage on such Payment Date of the least of the
amounts described in clauses (i), (ii) or (iii) above and
(y) the Class B Available Cash Collateral Account Amount on such Payment Date
and draw an amount equal to the remainder of such amount on the Class B
Non-Ford Letters of Credit.


 


(Y)  If the Administrator determines on any
Payment Date that the sum of the amounts described in clauses (i)
through (vi) of Section 2.3(b) of this Series Supplement on such
Payment Date exceeds the sum of the amounts available from the


 


84





















 


Series 2005-1 Accrued Interest Account plus the sum of
the amount withdrawn from the Class A Reserve Account pursuant to Section
2.3(d)(i) of this Series Supplement and the amount withdrawn from the Class
B Reserve Account pursuant to Section 2.3(d)(ii) of this Series
Supplement and the amounts to be drawn on the Class B Non-Ford Letters of
Credit (and/or withdrawn from the Class B Non-Ford Cash Collateral Account)
pursuant to clause (X) above on such Payment Date plus the amounts to be drawn on the
Class A Letters of Credit (and/or withdrawn
from the Class A Cash Collateral Accounts) pursuant to Section 2.3(e)(I) of
this Series Supplement on such Payment Date, the Administrator shall instruct
the Trustee in writing to draw on the Class B Ford Letters of Credit, if any,
and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New
York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New
York City time) on such Payment Date draw an amount, as set forth in such
notice, equal to the lesser of (i) the lesser of (A) the excess, if any, of the
sum of the amounts described in clauses (i) through (vi) of Section
2.3(b) of this Series Supplement on such Payment Date over the sum of the amounts available from
the Series 2005-1 Accrued Interest Account plus the sum of the amount withdrawn
from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this
Series Supplement and the amount withdrawn from the Class B Reserve Account
pursuant to Section 2.3(d)(ii) of this Series Supplement and the amounts
to be drawn on the Class B Non-Ford Letters of Credit (and/or withdrawn from
the Class B Non-Ford Cash Collateral Account) pursuant to clause (X)
above on such Payment Date plus the amounts to be drawn on the Class A Letters
of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant
to Section 2.3(e)(I) of this Series Supplement on such Payment Date and
(B) the sum of the amounts described in clauses (v) and (vi) of Section
2.3(b) of this Series Supplement and (ii) the Class B Ford Letter of Credit
Liquidity Amount on the Class B Ford Letters of Credit by presenting to each
Class B Ford Letter of Credit Provider a draft accompanied by a Class B
Certificate of Credit Demand and shall cause the Class B LOC Credit
Disbursements to be deposited in the Series 2005-1 Distribution Account on such
Payment Date, solely for payment to the Class B Noteholders in respect of
amounts due and owing to them pursuant to clauses (v) and (vi) of
Section 2.3(b) of this Series Supplement; provided, however that if the Class B Ford Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Class B Ford Cash Collateral Account and deposit in the Series 2005-1
Distribution Account an amount equal to the lesser of (x) the Class B Ford Cash
Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii)
above and (y) the Class B Available Ford
Cash Collateral Account Amount on such Payment Date and draw an amount equal to
the remainder of such amount on the Class B Ford Letters of Credit.


 


(f)            Insurance Policy. (I)  If the Administrator determines on the second
Business Day prior to any Payment Date that the Series 2005-1 Lease Interest
Payment Deficit from the preceding Payment Date, if any, remains unpaid and the
Class A Liquidity Amount on such date of determination is insufficient to pay
the Class A Adjusted Monthly Interest due on the upcoming Payment Date, the
Administrator shall  instruct the Trustee
in writing to make a demand on the Insurance Policy and, upon receipt of such
notice by the Trustee on or prior to 11:00 a.m. (New York City time) on


 


85





















 


the second Business Day preceding such Payment Date,
the Trustee shall, by 12:00 noon (New York City time) on the second Business
Day preceding such Payment Date, make a demand on the Insurance Policy in an
amount equal to such insufficiency in accordance with the terms thereof and
shall cause the proceeds thereof to be deposited in the Series 2005-1
Distribution Account.


 


(II)  If the Administrator determines on any
Payment Date that the sum of the amounts available from the Series 2005-1
Accrued Interest Account plus the amount available under the Series 2005-1
Interest Rate Hedge plus the amount, if any, to be withdrawn from the Class A
Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement
plus the amount, if any, to be drawn under the Class A Letters of Credit and/or
withdrawn from the Class A Cash Collateral Accounts pursuant to Section
2.3(e)(I) of this Series Supplement plus the amount, if any, deposited in
the Series 2005-1 Distribution Account pursuant to Section 2.3(f)(I) of
this Series Supplement is insufficient to pay the amounts set forth under clause
(a) and clause (b)(i) of the Class A Adjusted Monthly Interest
definition for such Payment Date, the Administrator shall instruct the Trustee
in writing to make a demand on the Insurance Policy and, upon receipt of such
notice by the Trustee on or prior to 11:00 a.m. (New York City time) on such
Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such
Payment Date, make a demand on the Insurance Policy in an amount equal to such
insufficiency in accordance with the terms thereof and shall cause the proceeds
thereof to be deposited in the Series 2005-1 Distribution Account.


 


(g)           Deficiency Amounts. If the
amounts described in Sections 2.3(b), (c), (d), (e)
and (f) of this Series Supplement are insufficient to pay (i) the Class
A Adjusted Monthly Interest for any Payment Date, payments of interest to the
Class A Noteholders will be reduced on a pro  rata basis by the
amount of such deficiency or (ii) the Class B Monthly Interest for any Payment
Date, payments of interest to the Class B Noteholders will be reduced on a pro
rata basis by the amount of such deficiency. The aggregate amount, if
any, of such deficiency on any Payment Date allocable to the Class A-1 Notes
shall be referred to as the “Class A-1 Deficiency Amount”, the aggregate
amount, if any, of such deficiency on any Payment Date allocable to the Class
A-2 Notes shall be referred to as the “Class A-2 Deficiency Amount”, the
aggregate amount, if any, of such deficiency on any Payment Date allocable to
the Class A-3 Notes shall be referred to as the “Class A-3 Deficiency Amount”,
the aggregate amount, if any, of such deficiency on any Payment Date allocable
to the Class A-4 Notes shall be referred to as the “Class A-4 Deficiency
Amount”, the aggregate amount, if any, of such deficiency on any Payment
Date allocable to the Class A-5 Notes shall be referred to as the “Class A-5
Deficiency Amount”, the aggregate amount, if any, of such deficiency on any
Payment Date allocable to the Class B-1 Notes shall be referred to as the “Class
B-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on
any Payment Date allocable to the Class B-2 Notes shall be referred to as the “Class
B-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on
any Payment Date allocable to the Class B-3 Notes shall be referred to as the “Class
B-3 Deficiency Amount”, the aggregate amount, if any, of such deficiency on
any Payment Date


 


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allocable to the Class B-4 Notes shall be referred to
as the “Class B-4 Deficiency Amount”, the aggregate amount, if any, of
such deficiency on any Payment Date allocable to the Class B-5 Notes shall be
referred to as the “Class B-5 Deficiency Amount” and the aggregate
amount, if any, of such deficiency on any Payment Date allocable to the Class
B-6 Notes shall be referred to as the “Class B-6 Deficiency Amount”. Interest
shall accrue on the Deficiency Amount for each Class of Series 2005-1 Notes at
the applicable Series 2005-1 Note Rate.


 


(h)           Balance. On the fourth
Business Day prior to each Payment Date, the Administrator shall instruct the
Trustee in writing pursuant to the Administration Agreement to pay, on such
Payment Date, the balance (after making the payments required in Section 2.4
of this Series Supplement), if any, of the amounts available from the Series
2005-1 Accrued Interest Account plus the amount, if any, withdrawn from the
Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series
Supplement plus the amount, if any, withdrawn from the Class B Reserve Account
pursuant to Section 2.3(d)(ii) of this Series Supplement plus the
amount, if any, drawn under the Class A Letters of Credit and/or withdrawn from
the Class A Cash Collateral Accounts pursuant to Section 2.3(e)(I) of
this Series Supplement plus the amount, if any, drawn under the Class B Letters
of Credit and/or withdrawn from the Class B Cash Collateral Accounts pursuant
to Section 2.3 (e)(II) of this Series Supplement as follows:


 


(i)            first,
on a pro  rata basis to each Interest Rate Hedge Provider, in an
amount equal to the portion of the Monthly Hedge Payment for such Payment Date
payable to such Interest Rate Hedge Provider;


 


(ii)           second,
to the Insurer, in an amount equal to the sum of (x) the Insurer Fee for the
Series 2005-1 Interest Period ending on the day preceding such Payment Date and
(y) any other Insurer Reimbursement Amounts then due and payable to the Insurer
(excluding therefrom any amounts included in Class A Monthly Interest for such
Series 2005-1 Interest Period), provided
that during the continuance of an Insurer Default, no amounts in respect of the
Insurer Fee shall be paid with the proceeds of a draw on a Series 2005-1
Letters of Credit or a withdrawal from a Series 2005-1 Cash Collateral Account;


 


(iii)          third,
to the Administrator, in an amount equal to the Series 2005-1 Percentage as of
the beginning of the Series 2005-1 Interest Period ending on the day preceding
such Payment Date of the Monthly Administration Fee for such Series 2005-1
Interest Period;


 


(iv)          fourth,
to the Trustee, in an amount equal to the Series 2005-1 Percentage as of the
beginning of the Series 2005-1 Interest Period ending on the day preceding such
Payment Date of the Trustee’s fees for such Series 2005-1 Interest Period;


 


(v)           fifth, on
a pro  rata basis, (x) to each Interest Rate Hedge Provider, in an
amount equal to any remaining amounts due and owing to such


 


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Interest
Rate Hedge Provider and (y) to pay any Indenture Carrying Charges (other than
Indenture Carrying Charges provided for above and in the preceding clause
(x)) to the Persons to whom such amounts are owed, in an amount equal to
the Series 2005-1 Percentage as of the beginning of the Series 2005-1 Interest
Period ending on the day preceding such Payment Date of such Indenture Carrying
Charges (other than Indenture Carrying Charges provided for above) for such
Series 2005-1 Interest Period; and


 


(vi)          sixth,
the balance, if any, shall be withdrawn from the Series 2005-1 Accrued Interest
Account by the Trustee and (A) during the Series 2005-1 Revolving Period,
deposited into the Series 2005-1 Excess Collection Account or (B) during the
Series 2005-1 Controlled Amortization Period or the Series 2005-1 Rapid
Amortization Period, deposited into the Series 2005-1 Collection Account and
treated as Principal Collections.


 


(i)            Trustee Fees. If, on any
Payment Date after the occurrence and during the continuance of a Liquidation
Event of Default or a Series 2005-1 Limited Liquidation Event of Default, (x)
the funds available to pay the Trustee fees pursuant to Section 2.3(h)(iv)
of this Series Supplement on such Payment Date are less than the amount payable
to the Trustee thereunder on such Payment Date or (y) the funds available to
pay the portion of the Indenture Carrying Charges payable to the Trustee
pursuant to Section 2.3(h)(v) of this Series Supplement on such Payment
Date are less than the amount payable to the Trustee thereunder on such Payment
Date, the Administrator shall instruct the Trustee in writing to withdraw from
(I) the Class A Reserve Account and pay to itself on such Payment Date an
amount equal to the least of (A) the Class A Available Reserve Account Amount
on such Payment Date (after giving effect to any deposits thereto and
withdrawals and releases therefrom on such date), (B) the Class A
Percentage of an amount equal to the excess, if any, of (i) the Class A
Percentage of 0.70%
of the Series 2005-1 Required Asset Amount as of the date of the occurrence of
such Liquidation Event of Default or Series 2005-1 Limited Liquidation Event of
Default over (ii) the aggregate of the amounts previously withdrawn from the
Class A Reserve Account under this Section 2.3(i)(I) in respect of fees
and other amounts due and owing to the Trustee and (C) the Class A Percentage
of such insufficiency and (II) the Class B Reserve Account and pay to itself on
such Payment Date an amount equal to the least of (A) the Class B Available
Reserve Account Amount on such Payment Date (after giving effect to all other
withdrawals therefrom pursuant to this Series Supplement on such Payment Date),
(B) the Class B Percentage of an amount equal to the excess, if any, of (i) the
Class B Percentage of 0.70% of
the Series 2005-1 Required Asset Amount as of the date of the occurrence of
such Liquidation Event of Default or Series 2005-1 Limited Liquidation Event of
Default over (ii) the aggregate of the amounts previously withdrawn from the
Class B Reserve Account under this Section 2.3(i)(II) in respect of fees
and other amounts due and owing to the Trustee and (C) the Class B Percentage
of such insufficiency. The Trustee shall withdraw such amounts from the Class A
Reserve Account and the Class B Reserve Account and pay or reimburse itself.


 


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(j)            Listing Information Requirement.
Until the Administrator shall give the Trustee written notice that the Class
A-1 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall,
or shall instruct the Paying Agent to, cause the Class A-1 Note Rate for the
next succeeding Series 2005-1 Interest Period, the number of days in such
Series 2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest
Period and the amount of interest payable on the Class A-1 Notes on such
Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and
the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the
Business Day immediately following each LIBOR Determination Date and (B) notify
the Luxembourg Stock Exchange if, based solely on the information contained in
the Monthly Noteholders’ Statement, the amount of interest to be paid on the
Class A-1 Notes on any Payment Date is less than the amount payable thereon on
such Payment Date, the amount of such deficit and the amount of interest that
will accrue on such deficit during the next succeeding Series 2005-1 Interest
Period by the Business Day prior to such Payment Date. So long as the Class A-1
Notes are listed on the Luxembourg Stock Exchange and the rules of that stock
exchange so require, notices to Class A-1 Noteholders will be published in a
leading newspaper having general circulation in Luxembourg (which is expected
to be the Luxemburger Wort), it being understood
that the term “notices” as it is used in this clause shall not include
communications of the Class A-1 Note Rate. Upon HVF’s request, and at HVF’s
expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such
notice. Until the Administrator shall give the Trustee written notice that the
Class A-2 Notes are not listed on the Luxembourg Stock Exchange, the Trustee
shall, or shall instruct the Paying Agent to, cause the Class A-2 Note Rate for
the next succeeding Series 2005-1 Interest Period, the number of days in such
Series 2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest
Period and the amount of interest payable on the Class A-2 Notes on such
Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and
the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the
Business Day immediately following each LIBOR Determination Date and (B) notify
the Luxembourg Stock Exchange if, based solely on the information contained in
the Monthly Noteholders’ Statement, the amount of interest to be paid on the
Class A-2 Notes on any Payment Date is less than the amount payable thereon on
such Payment Date, the amount of such deficit and the amount of interest that
will accrue on such deficit during the next succeeding Series 2005-1 Interest
Period by the Business Day prior to such Payment Date. So long as the Class A-2
Notes are listed on the Luxembourg Stock Exchange and the rules of that stock
exchange so require, notices to Class A-2 Noteholders will be published in a
leading newspaper having general circulation in Luxembourg (which is expected
to be the Luxemburger Wort), it being understood
that the term “notices” as it is used in this clause shall not include
communications of the Class A-2 Note Rate. Upon HVF’s request, and at HVF’s
expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such
notice. Until the Administrator shall give the Trustee written notice that the
Class A-4 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall,
or shall instruct the Paying Agent to, cause the Class A-4 Note Rate for the
next succeeding Series 2005-1 Interest Period, the number of days in such
Series 2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest
Period and the amount


 


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of interest payable on the Class A-4 Notes on such
Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and
the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the
Business Day immediately following each LIBOR Determination Date and (B) notify
the Luxembourg Stock Exchange if, based solely on the information contained in
the Monthly Noteholders’ Statement, the amount of interest to be paid on the
Class A-4 Notes on any Payment Date is less than the amount payable thereon on
such Payment Date, the amount of such deficit and the amount of interest that
will accrue on such deficit during the next succeeding Series 2005-1 Interest
Period by the Business Day prior to such Payment Date. So long as the Class A-4
Notes are listed on the Luxembourg Stock Exchange and the rules of that stock
exchange so require, notices to Class A-4 Noteholders will be published in a
leading newspaper having general circulation in Luxembourg (which is expected
to be the Luxemburger Wort), it being understood
that the term “notices” as it is used in this clause shall not include
communications of the Class A-4 Note Rate. Upon HVF’s request, and at HVF’s
expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such
notice.


 


Until
the Administrator shall give the Trustee written notice that the Class B-1
Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or
shall instruct the Paying Agent to, cause the Class B-1 Note Rate for the next
succeeding Series 2005-1 Interest Period, the number of days in such Series
2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest Period
and the amount of interest payable on the Class B-1 Notes on such Payment Date
to be (A) communicated to DTC, the Paying Agent in Luxembourg and the
Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the
Business Day immediately following each LIBOR Determination Date and (B) notify
the Luxembourg Stock Exchange if, based solely on the information contained in
the Monthly Noteholders’ Statement, the amount of interest to be paid on the
Class B-1 Notes on any Payment Date is less than the amount payable thereon on
such Payment Date, the amount of such deficit and the amount of interest that
will accrue on such deficit during the next succeeding Series 2005-1 Interest
Period by the Business Day prior to such Payment Date. So long as the Class B-1
Notes are listed on the Luxembourg Stock Exchange and the rules of that stock
exchange so require, notices to Class B-1 Noteholders will be published in a
leading newspaper having general circulation in Luxembourg (which is expected
to be the Luxemburger Wort), it being understood
that the term “notices” as it is used in this clause shall not include
communications of the Class B-1 Note Rate. Upon HVF’s request, and at HVF’s
expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such
notice. Until the Administrator shall give the Trustee written notice that the
Class B-3 Notes are not listed on the Luxembourg Stock Exchange, the Trustee
shall, or shall instruct the Paying Agent to, cause the Class B-3 Note Rate for
the next succeeding Series 2005-1 Interest Period, the number of days in such
Series 2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest
Period and the amount of interest payable on the Class B-3 Notes on such
Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and
the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the
Business Day immediately following each LIBOR Determination


 


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Date and (B) notify the Luxembourg Stock Exchange if,
based solely on the information contained in the Monthly Noteholders’
Statement, the amount of interest to be paid on the Class B-3 Notes on any
Payment Date is less than the amount payable thereon on such Payment Date, the
amount of such deficit and the amount of interest that will accrue on such deficit
during the next succeeding Series 2005-1 Interest Period by the Business Day
prior to such Payment Date. So long as the Class B-3 Notes are listed on the
Luxembourg Stock Exchange and the rules of that stock exchange so require,
notices to Class B-3 Noteholders will be published in a leading newspaper
having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term
“notices” as it is used in this clause shall not include communications of the
Class B-3 Note Rate. Upon HVF’s request, and at HVF’s expense, the Trustee
shall cause the Paying Agent in Luxembourg to publish such notice. Until the
Administrator shall give the Trustee written notice that the Class B-5 Notes
are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall
instruct the Paying Agent to, cause the Class B-5 Note Rate for the next
succeeding Series 2005-1 Interest Period, the number of days in such Series
2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest Period
and the amount of interest payable on the Class B-5 Notes on such Payment Date
to be (A) communicated to DTC, the Paying Agent in Luxembourg and the
Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the
Business Day immediately following each LIBOR Determination Date and (B) notify
the Luxembourg Stock Exchange if, based solely on the information contained in
the Monthly Noteholders’ Statement, the amount of interest to be paid on the
Class B-5 Notes on any Payment Date is less than the amount payable thereon on
such Payment Date, the amount of such deficit and the amount of interest that
will accrue on such deficit during the next succeeding Series 2005-1 Interest
Period by the Business Day prior to such Payment Date. So long as the Class B-5
Notes are listed on the Luxembourg Stock Exchange and the rules of that stock
exchange so require, notices to Class B-5 Noteholders will be published in a
leading newspaper having general circulation in Luxembourg (which is expected
to be the Luxemburger Wort), it being understood
that the term “notices” as it is used in this clause shall not include
communications of the Class B-5 Note Rate. Upon HVF’s request, and at HVF’s
expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such
notice.


 


Section 2.4.            Payment of Note Interest.


 


On
each Payment Date, the Trustee shall, in accordance with Section 6.1 of
the Base Indenture, pay to the Series 2005-1 Noteholders from the Series 2005-1
Distribution Account the amount deposited in the Series 2005-1 Distribution
Account for the payment of interest pursuant to Section 2.3 of this
Series Supplement.


 


Section 2.5.            Payment of Note Principal.


 


(a)           Monthly Payments During Series
2005-1 Controlled Amortization Period or Series 2005-1 Rapid Amortization
Period. Commencing on the second Determination Date during the Three-Year
Notes Controlled Amortization Period or the first Determination Date after the
commencement of the Series 2005-1 Rapid


 


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Amortization Period and on each Determination Date
thereafter, the Administrator shall instruct the Trustee in writing pursuant to
the Administration Agreement as to (v) the amount allocated to the Series
2005-1 Notes of each Class during the Related Month pursuant to Section
2.2(b)(ii) or (c)(ii) of this Series Supplement, as the case may be,
(w) any amounts to be withdrawn from the Class A Reserve Account and the
Class B Reserve Account and deposited into the Series 2005-1 Distribution Account,
(x) any amounts to be drawn on the Series 2005-1 Letters of Credit (and/or
withdrawn from the Series 2005-1 Cash Collateral Accounts), (y) the amount of
proceeds received in respect of a demand made under the Series 2005-1 Demand
Note and (z) the amount of any demand on the Insurance Policy in accordance
with the terms thereof. On the Payment Date following each such Determination
Date, the Trustee shall withdraw the amount allocated to the Series 2005-1
Notes of each Class during the Related Month pursuant to Section 2.2(b)(ii)
or (c)(ii) of this Series Supplement, as the case may be, from the
Series 2005-1 Collection Account and deposit such amount together with the
proceeds of any demand made on the Series 2005-1 Demand Note received during
the period from and excluding the immediately preceding Payment Date to and
including such Payment Date into the Series 2005-1 Distribution Account, which
amount shall be paid (i) first, to the Class A Noteholders holding
Class A Notes to which amounts have been so allocated, (ii) second,
once all amounts due to such Class A Noteholders on such Payment Date have been
paid in full, to the Class B Noteholders holding Class B Notes to which amounts
have been so allocated, (iii) third, once the Series 2005-1 Notes have
been paid in full, to Ford all unpaid Ford Reimbursement Obligations and (iv) fourth,
once all amounts due and owing to Ford under the immediately preceding clause
have been paid in full, only
for so long as the Ford LOC Exposure Amount is greater than zero, solely
to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to
each Interest Rate Hedge Provider to which amounts have been allocated; provided,
however, that with respect to the Three-Year Notes Legal Final Payment
Date and the Four-Year Notes Legal Final Payment Date, the Trustee shall
withdraw from the Series 2005-1 Collection Account an amount which is no
greater than the amounts due and owing pursuant to clauses (i) and (ii)
of this Section 2.5(a) on such Payment Date; provided, further,
however, that with respect to the Five-Year Notes Legal Final Payment
Date, the Trustee shall withdraw from the Series 2005-1 Collection Account an
amount which is no greater than the amounts due and owing pursuant to clauses
(i) through (iv) of this Section 2.5(a) on such Payment Date.


 


(b)           Principal Deficit Amount. If
the Principal Deficit Amount is greater than zero on any date, the
Administrator shall promptly provide written notice thereof to the Insurer and
the Trustee. On each Payment Date on which the Principal Deficit Amount is
greater than zero, amounts shall be transferred to the Series 2005-1
Distribution Account as follows:


 


(i)            (A)  Class B Reserve Account Withdrawal. On
each Payment Date on which the Principal Deficit Amount is greater than zero,
the Administrator shall instruct the Trustee in writing prior to 12:00 noon
(New York City time) on such Payment Date, in the case of a Principal Deficit
Amount


 


92





















 


resulting
from a Series 2005-1 Lease Payment Deficit, or prior to 12:00 noon (New York
City time) on the second Business Day prior to such Payment Date, in the case
of any other Principal Deficit Amount, to withdraw from the Class B Reserve
Account, an amount equal to the sum of (I) the lesser of such Principal Deficit
Amount and the Class B Liquidity Surplus on such Payment Date (after giving
effect to any withdrawals from the Class B Reserve Account on such Payment Date
pursuant to Section 2.3(d)(ii) of this Series Supplement and any draws
under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this
Series Supplement) and (II) the lesser of (x) the excess, if any, of such
Principal Deficit Amount on such Payment Date (after giving effect to any
withdrawals from the Class B Reserve Account on such Payment Date pursuant to clause
(I) above) over the Class A Liquidity Surplus on such Payment Date (after
giving effect to any withdrawals from the Class A Reserve Account on such
Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and the amounts to be drawn under the Class
A Letters of Credit pursuant to Section 2.3(e)(I) of this Series
Supplement) and (y) the Class B Available Reserve Account Amount on such
Payment Date (after giving effect to any withdrawals from the Class B Reserve
Account on such Payment Date pursuant to Section 2.3(d)(ii) of this
Series Supplement and pursuant to clause (I) above), and deposit such
withdrawal in the Series 2005-1 Distribution Account on such Payment Date.


 


(B)           Class A Reserve Account Withdrawal.
On each Payment Date on which the Principal Deficit Amount is greater than
zero, the Administrator shall instruct the Trustee in writing prior to 12:00
noon (New York City time) on such Payment Date, in the case of a Principal
Deficit Amount resulting from a Series 2005-1 Lease Payment Deficit, or prior
to 12:00 noon (New York City time) on the second Business Day prior to such
Payment Date, in the case of any other Principal Deficit Amount, to withdraw from
the Class A Reserve Account, an amount equal to the sum of (I) the lesser of
such Principal Deficit Amount (after giving effect to any withdrawals from the
Class B Reserve Account on such Payment Date pursuant to Section
2.5(b)(i)(A) of this Series Supplement) and the Class A Liquidity Surplus
on such Payment Date (after giving effect to any withdrawals from the Class A
Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of
this Series Supplement and the amounts to be drawn under the Class A Letters of Credit
pursuant to Section 2.3(e)(I) of this Series Supplement) and (II) the
lesser of (x) such Principal Deficit Amount (after giving effect to any
withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section
2.5(b)(i)(A) of this Series Supplement and any withdrawals from the Class A Reserve Account pursuant to clause
(I) above) on such Payment Date and (y) the Class A Available
Reserve Account Amount on such Payment Date (after giving effect to any
withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section
2.3(d)(i) of this Series Supplement and pursuant to clause (I)
above), and deposit such withdrawal in the Series 2005-1 Distribution Account
on such Payment Date.


 


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(ii)           Principal
Draws on Series 2005-1 Letters of Credit. If the Administrator determines
on any Payment Date that
the Principal Deficit Amount on such Payment Date, after giving effect
to the distribution of amounts to be deposited in the Series 2005-1
Distribution Account in accordance with clause (i) of this Section
2.5(b) on such Payment Date, will be greater than zero (A) in the
case of a Payment Date that is not a Legal Final Payment Date, the
Administrator shall instruct the Trustee in writing to draw on:


 


(I)            (X) the
Class B Non-Ford Letters of Credit, if any, to the extent that on such Payment
Date there exists a Series 2005-1 Lease Principal Payment Deficit in an amount
equal to the sum of (x) the least of (1) the Class B Liquidity Surplus (after
giving effect to any withdrawals from the Class B Reserve Account on such
Payment Date pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A)
of this Series Supplement and any drawings on the Class B Letters of Credit on
such Payment Date pursuant to Section 2.3(e)(II) of this Series
Supplement), (2) the Series 2005-1 Lease Principal Payment Deficit, (3) the
amount by which the Principal Deficit Amount on such Payment Date exceeds the
sum of the amount to be deposited in the Series 2005-1 Distribution Account in
accordance with clause (i) of this Section 2.5(b) and the amount, if any, paid by
Hertz under the Series 2005-1 Demand Note in respect of such Principal Deficit
Amount on such Payment Date, and (4) the Class B Non-Ford Letter of Credit
Liquidity Amount (after giving effect to the amounts to be drawn on the Class B Non-Ford Letters of Credit
on such Payment Date pursuant to Section 2.3(e)(II) of this Series
Supplement) and (y) the least of (1) the excess, if any, of the Series 2005-1
Lease Principal Payment Deficit (after giving effect to the amounts to be drawn on the Class B Non-Ford Letters of Credit
on such Payment Date pursuant to clause (x) above) over the Class A
Liquidity Surplus on such Payment Date (after giving effect to any withdrawal
from the Class A Reserve Account on such Payment Date pursuant to Section
2.3(d)(i) of this Series Supplement and Section 2.5(b)(i)(B) of this
Series Supplement and the amounts to be drawn on the Class A Letters of Credit
pursuant to Section 23(e)(I) of this Series Supplement), (2) the excess,
if any, of the amount by which the Principal Deficit Amount on such Payment
Date exceeds the sum of the
amount to be deposited in the Series 2005-1 Distribution Account in accordance
with clause (i) of this Section 2.5(b), the amounts to be drawn on the Class B Non-Ford Letters of Credit
on such Payment Date pursuant to clause (x) above and the amount, if any, paid by Hertz under the Series 2005-1
Demand Note in respect of such Principal Deficit Amount on such Payment Date
over the Class A Liquidity Surplus on
such Payment Date (after giving effect to any withdrawal from the Class A
Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of
this Series Supplement and Section 2.5(b)(i)(B) of this Series
Supplement and the amounts to be drawn on the Class A Letters of Credit
pursuant to Section 2.3(e)(I)


 


94





















 


of
this Series Supplement), and (3) the Class B Non-Ford Letter of Credit
Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford
Letters of Credit on such Payment Date pursuant to Section 2.3(e)(II)(X)
of this Series Supplement and clause (x) above);


 


(Y)
the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of (A) the excess, if any, of the amount by
which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in
the Series 2005-1 Distribution Account in accordance with clause (i) of
this Section 2.5(b), and the
amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause
(X) above and pursuant to Section 2.12(d)(X) of this Series
Supplement, each on such Payment Date over
the Class A Liquidity Surplus on such Payment Date (after giving effect to any
withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section
2.3(d)(i) of this Series Supplement and Section 2.5(b)(i)(B) of this
Series Supplement and the amounts to be drawn on the Class A Letters of Credit
pursuant to Section 2.3(e)(I) of this Series Supplement), and (B) the Class B Ford Letter of Credit
Liquidity Amount (after giving effect to any drawings on the Class B Ford
Letters of Credit on such Payment Date pursuant to Section 2.3(e)(II)(Y)
of this Series Supplement);


 


(II)           (X) the
Class A Non-Ford Letters of Credit, if any, to the extent that on such Payment
Date there exists a Series 2005-1 Lease Principal Payment Deficit in an amount
equal to the least of (1) the excess, if any, of the Series 2005-1 Lease
Principal Payment Deficit over the amounts drawn on the Class B Non-Ford Letters of Credit pursuant
to clause (I)(X)
above on such Payment Date, (2) the amount by which the Principal Deficit
Amount on such Payment Date exceeds the sum
of the amount to be deposited in the Series 2005-1 Distribution Account
in accordance with Section 2.5(b)(i) of this Series Supplement, the
amounts to be drawn on the Class B Letters of Credit pursuant to clause (I)
above and pursuant to Section
2.12(d)(X) of this Series Supplement on such Payment Date and the amount, if any, paid by
Hertz under the Series 2005-1 Demand Note in respect of such Principal Deficit
Amount on such Payment Date, and (3) the Class A Non-Ford Letter of Credit
Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford
Letters of Credit on such Payment Date pursuant to Section 2.3(e)(I)(X)
of this Series Supplement);


 


(Y)
the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of
(1) the amount by which the Principal Deficit Amount on such Payment Date
exceeds the sum of the
amount to be deposited in the Series 2005-1 Distribution Account in accordance
with Section 2.5(b)(i) of this Series Supplement, the amounts to be
drawn on the Class B Letters of Credit pursuant to clause (I) above and
pursuant to Section 2.12(d)(X) of this Series Supplement and on the Class A Non-Ford Letters of
Credit


 


95





















 


pursuant
to clause (II)(X) above and pursuant to Section 2.12(d)(Y) of this
Series Supplement, each on such Payment Date, and (2) the Class A Ford Letter
of Credit Liquidity Amount (after giving effect to any drawings on the Class A
Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(I)(Y)
of this Series Supplement);


 


(B) in the case of the Three-Year Notes
Legal Final Payment Date:


 


(I)            (X) the
Class B Non-Ford Letters of Credit, if any, to the extent that on the
Three-Year Notes Legal Final Payment Date there exists a Series 2005-1 Lease
Principal Payment Deficit, in an amount equal to the least of:


 


(1)   the Series 2005-1 Lease Principal Payment
Deficit;


 


(2)   the amount, if any, by which the Class B
Liquidity Amount (after giving effect to any withdrawals from the Class B
Reserve Account pursuant to Section 2.3(d)(ii) and Section
2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B
Letters of Credit pursuant to Section 2.3(e)(II) of this Series
Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the
Class B Required Liquidity Amount (after giving effect to all anticipated
reductions in the Class B Principal Amount on the Three-Year Notes Legal Final
Payment Date); and


 


(3)   the Class B Non-Ford Letter of Credit
Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford
Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(II)(X) of this Series Supplement); and


 


(Y) the Class B Ford
Letters of Credit, if any, in an amount equal to the lesser of:


 


(1)   the Class B Ford Letter of Credit Liquidity
Amount (after giving effect to any draws to be made on the Class B Ford Letters
of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(II)(Y) of this Series Supplement), and (2) the sum of (Aa) the
amount by which the Principal Deficit Amount on the Three-Year Notes Legal Final Payment
Date exceeds the sum of the
amount to be deposited in the Series 2005-1 Distribution Account in accordance
with Section 2.5(b)(i) of this Series Supplement, the amounts to be
drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X)
above, each on such Three-Year Notes Legal Final Payment Date and the amounts
to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement
on the Business Day immediately preceding such Three-Year Notes Legal Final
Payment Date, and (Ab) the
lesser of (x) the amount by which the Class B Liquidity Amount (after


 


96





















 


giving effect to any
withdrawals to be made from the Class B Reserve Account pursuant to Section
2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and
any drawings to be made under the Class B Letters of Credit pursuant to Section
2.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final
Payment Date) will exceed the Class B Required Liquidity Amount (after giving
effect to all anticipated reductions in the Class B Principal Amount on the
Three-Year Notes Legal Final Payment Date) and (y) an amount equal to the
excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of
(i) the date of the first occurrence of a Series 2005-1 Lease Interest Payment
Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting
from a failure to pay Rent or any other amount payable by the Lessee under the
HVF Lease that is cured in full on or prior to the fifth Business Day after the
occurrence of such failure) and (ii) the Three-Year Notes Legal Final Payment
Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final
Payment Date, of all withdrawals from the Class B Reserve Account made since
the date set forth in clause (2)(Ab)(y)(a) of this Section 2.5(b)(ii)(B)(I)(Y) or to be made in respect of the
Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii)
of this Series Supplement and all drawings made since such date or to be made
in respect of the Three-Year Notes Legal Final Payment Date under the Class B
Letters of Credit pursuant to Section 2.3(e)(II) of this Series
Supplement; provided, however, that any such withdrawals from the
Class B Reserve Account and/or drawings made under the Class B Letters of
Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting
from a failure to pay Rent or other amount payable by the Lessee under the HVF
Lease that is cured in full on or prior to the fifth Business Day after the
occurrence of such failure shall be excluded from this clause (b);


 


(II)           (X) the
Class A Non-Ford Letters of Credit, if any, to the extent that on the
Three-Year Notes Legal Final Payment Date there exists a Series 2005-1 Lease
Principal Payment Deficit, in an amount equal to the least of:


 


(1)   the excess, if any, of the Series 2005-1
Lease Principal Payment Deficit over the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant
to clause (I)(X)
above on such Payment Date;


 


(2)   the amount, if any, by which the Class A
Liquidity Amount (after giving effect to any withdrawals from the Class A
Reserve Account pursuant to Section 2.3(d)(i) and Section
2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A
Letters of Credit pursuant to Section 2.3(e)(I) of this Series
Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the
Class A Required Liquidity Amount (after giving effect to all anticipated
reductions in the


 


97





















 


Class A Principal Amount
on the Three-Year Notes Legal Final Payment Date); and


 


(3)   the Class A Non-Ford Letter of Credit
Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford
Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(I)(X) of this Series Supplement); and


 


(Y) the
Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:


 


(1)   the Class A Ford Letter of Credit Liquidity
Amount (after giving effect to any draws to be made on the Class A Ford Letters
of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(I)(Y) of this Series Supplement), and (2) the sum of (Aa) the amount
by which the Principal Deficit Amount on the Three-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in
the Series 2005-1 Distribution Account in accordance with Section 2.5(b)(i)
of this Series Supplement, the amounts to be drawn on the Class B Letters of
Credit pursuant to clause (I) above and the Class A Non-Ford Letters of
Credit pursuant to clause (X) above, each on such Three-Year Notes Legal
Final Payment Date, the amounts
to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section
2.12(d)(X) of this Series Supplement and the amounts to be drawn on the Class A Non-Ford Letters of
Credit pursuant to Section 2.12(d)(Y) of this Series Supplement, each on
the Business Day immediately preceding such Three-Year Notes Legal Final
Payment Date, and (Ab) the lesser
of (x) the amount by which the Class A Liquidity Amount (after giving effect to
any withdrawals to be made from the Class A Reserve Account pursuant to Section
2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings to be made
under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of
this Series Supplement on the Three-Year Notes Legal Final Payment Date) will
exceed the Class A Required Liquidity Amount (after giving effect to all
anticipated reductions in the Class A Principal Amount on the Three-Year Notes
Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a)
the Class A Required Liquidity Amount on the earlier of (i) the date of the
first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than
any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to
pay Rent or any other amount payable by the Lessee under the HVF Lease that is
cured in full on or prior to the fifth Business Day after the occurrence of
such failure) and (ii) the Three-Year Notes Legal Final Payment Date over (b)
the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of
all withdrawals from the Class A Reserve Account made since the date set forth
in clause (2)(Ab)(y)(a)
of this Section 2.5(b)(ii)(B)(II)(Y)
or to be made in respect of the Three-Year Notes Legal Final Payment Date


 


98





















 


pursuant to Section
2.3(d)(i) of this Series Supplement and all drawings made since such date
or to be made in respect of the Three-Year Notes Legal Final Payment Date under
the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this
Series Supplement; provided, however, that any such withdrawals
from the Class A Reserve Account and/or drawings made under the Class A Letters
of Credit on account of a Series 2005-1 Lease Interest Payment Deficit
resulting from a failure to pay Rent or other amount payable by the Lessee
under the HVF Lease that is cured in full on or prior to the fifth Business Day
after the occurrence of such failure shall be excluded from this clause (b);


 


(C) in the case of
the Four-Year Notes Legal Final Payment Date:


 


(I)            (X) the
Class B Non-Ford Letters of Credit, if any, to the extent that on the Four-Year
Notes Legal Final Payment Date there exists a Series 2005-1 Lease Principal
Payment Deficit, in an amount equal to the least of:


 


(1)   the Series 2005-1 Lease Principal Payment
Deficit;


 


(2)   the amount, if any, by which the Class B
Liquidity Amount (after giving effect to any withdrawals from the Class B
Reserve Account pursuant to Section 2.3(d)(ii) and Section
2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B
Letters of Credit pursuant to Section 2.3(e)(II) of this Series
Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the
Class B Required Liquidity Amount (after giving effect to all anticipated reductions
in the Class B Principal Amount on the Four-Year Notes Legal Final Payment
Date); and


 


(3)   the Class B Non-Ford Letter of Credit
Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford
Letters of Credit on the Four-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(II)(X) of this Series Supplement); and


 


(Y) the Class B Ford
Letters of Credit, if any, in an amount equal to the lesser of:


 


(1)   the Class B Ford Letter of Credit Liquidity
Amount (after giving effect to any draws to be made on the Class B Ford Letters
of Credit on the Four-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(II)(Y) of this Series Supplement); and (2) the sum of (Aa) the
amount by which the Principal Deficit Amount on the Four-Year Notes Legal Final
Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1
Distribution Account in accordance with Section 2.5(b)(i) of this Series
Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant
to clause (X) above, each on such Four-Year Notes Legal Final Payment
Date, and the amounts to


 


99





















 


be drawn on the Class B
Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series
Supplement on the Business Day immediately preceding such Four-Year Notes Legal
Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class B
Liquidity Amount (after giving effect to any withdrawals to be made from the
Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section
2.5(b)(i)(A) of this Series Supplement and any drawings to be made under
the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this
Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed
the Class B Required Liquidity Amount (after giving effect to all anticipated
reductions in the Class B Principal Amount on the Four-Year Notes Legal Final
Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class B
Required Liquidity Amount on the earlier of (i) the date of the first
occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any
Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay
Rent or any other amount payable by the Lessee under the HVF Lease that is
cured in full on or prior to the fifth Business Day after the occurrence of
such failure) and (ii) the Four-Year Notes Legal Final Payment Date over (b)
the aggregate amount, as of the Four-Year Notes Legal Final Payment Date, of
all withdrawals from the Class B Reserve Account made since the date set forth
in clause (2)(Ab)(y)(a) of this Section 2.5(b)(ii)(C)(I)(Y) or to
be made in respect of the Four-Year Notes Legal Final Payment Date pursuant to Section
2.3(d)(ii) of this Series Supplement and all drawings made since such date
or to be made in respect of the Four-Year Notes Legal Final Payment Date under
the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this
Series Supplement; provided, however, that any such withdrawals
from the Class B Reserve Account and/or drawings made under the Class B Letters
of Credit on account of a Series 2005-1 Lease Interest Payment Deficit
resulting from a failure to pay Rent or other amount payable by the Lessee
under the HVF Lease that is cured in full on or prior to the fifth Business Day
after the occurrence of such failure shall be excluded from this clause (b);


 


(II)           (X) the
Class A Non-Ford Letters of Credit, if any, to the extent that on the Four-Year
Notes Legal Final Payment Date there exists a Series 2005-1 Lease Principal
Payment Deficit, in an amount equal to the least of:


 


(1)   the excess, if any, of the Series 2005-1
Lease Principal Payment Deficit over the amounts to be drawn on the Class B
Non-Ford Letters of Credit pursuant to clause (I)(X) above on such
Payment Date;


 


(2)   the amount, if any, by which the Class A
Liquidity Amount (after giving effect to any withdrawals from the Class A
Reserve Account pursuant to Section 2.3(d)(i) and Section
2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A
Letters of Credit


 


100





















 


pursuant to Section
2.3(e)(I) of this Series Supplement on the Four-Year Notes Legal Final
Payment Date) will exceed the Class A Required Liquidity Amount (after giving
effect to all anticipated reductions in the Class A Principal Amount on the
Four-Year Notes Legal Final Payment Date); and


 


(3)   the Class A Non-Ford Letter of Credit
Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford
Letters of Credit on the Four-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(I)(X) of this Series Supplement); and


 


(Y) the
Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:


 


(1)   the Class A Ford Letter of Credit Liquidity
Amount (after giving effect to any draws to be made on the Class A Ford Letters
of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(I)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount
by which the Principal Deficit Amount on the Four-Year Notes Legal Final
Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1
Distribution Account in accordance with Section 2.5(b)(i) of this Series
Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant
to clause (I) above and the Class A Non-Ford Letters of Credit pursuant
to clause (X) above, each on such Four-Year Notes Legal Final Payment
Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit
pursuant to Section 2.12(d)(X) of this Series Supplement and the amounts
to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section
2.12(d)(Y) of this Series Supplement, each on the Business Day immediately
preceding such Four-Year Notes Legal Final Payment Date, and (Ab) the lesser of
(x) the amount by which the Class A Liquidity Amount (after giving effect to
any withdrawals to be made from the Class A Reserve Account pursuant to Section
2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any
drawings to be made under the Class A Letters of Credit pursuant to Section
2.3(e)(I) of this Series Supplement on the Four-Year Notes Legal Final
Payment Date) will exceed the Class A Required Liquidity Amount (after giving
effect to all anticipated reductions in the Class A Principal Amount on the
Four-Year Notes Legal Final Payment Date) and (y) an amount equal to the
excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of
(i) the date of the first occurrence of a Series 2005-1 Lease Interest Payment
Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting
from a failure to pay Rent or any other amount payable by the Lessee under the
HVF Lease that is cured in full on or prior to the fifth Business Day after the
occurrence of such failure) and (ii) the Four-Year Notes Legal Final Payment
Date over (b) the aggregate amount, as of the Four-Year Notes Legal Final
Payment Date, of all withdrawals from the Class A Reserve Account made since
the


 


101





















 


date set forth in clause
(2)(Ab)(y)(a) of this Section 2.5(b)(ii)(C)(II)(Y) or to be made in
respect of the Four-Year Notes Legal Final Payment Date pursuant to Section
2.3(d)(i) of this Series Supplement and all drawings made since such date
or to be made in respect of the Four-Year Notes Legal Final Payment Date under
the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this
Series Supplement; provided, however, that any such withdrawals
from the Class A Reserve Account and/or drawings made under the Class A Letters
of Credit on account of a Series 2005-1 Lease Interest Payment Deficit
resulting from a failure to pay Rent or other amount payable by the Lessee
under the HVF Lease that is cured in full on or prior to the fifth Business Day
after the occurrence of such failure shall be excluded from this clause (b);


 


(D) in the case of
the Five-Year Notes Legal Final Payment Date:


 


(I) (X) the Class B
Non-Ford Letters of Credit, if any, to the extent that on the Five-Year Notes
Legal Final Payment Date there exists a Series 2005-1 Lease Principal Payment
Deficit, in an amount equal to the lesser of:


 


(1)   the Series 2005-1 Lease Principal Payment
Deficit; and


 


(2)   the Class B Non-Ford Letter of Credit
Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford
Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(II)(X) of this Series Supplement); and


 


(Y) the Class B Ford
Letters of Credit, if any, in an amount equal to the lesser of:


 


(1)   the Class B Ford Letter of Credit Liquidity
Amount (after giving effect to any draws to be made on the Class B Ford Letters
of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(II)(Y) of this Series Supplement); and (2) the sum of (Aa) the
amount by which the Principal Deficit Amount on the Five-Year Notes Legal Final
Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1
Distribution Account in accordance with Section 2.5(b)(i) of this Series
Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit
pursuant to clause (X) above, each on such Five-Year Notes Legal Final
Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit
pursuant to Section 2.12(d)(X) of this Series Supplement on the Business
Day immediately preceding such Five-Year Notes Legal Final Payment Date, and
(Ab) an amount equal to the excess, if any, of (x) the Class B Required
Liquidity Amount on the earlier of (a) the date of the first occurrence of a
Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1
Lease Interest Payment Deficit resulting from a failure to pay Rent or other
amount payable by the Lessee under the HVF Lease that is cured in full on or
prior


 


102





















 


to the fifth Business Day
after the occurrence of such failure) and (b) the Five-Year Notes Legal Final
Payment Date over (y) the aggregate amount, as of the Five-Year Notes Legal
Final Payment Date, of all withdrawals from the Class B Reserve Account made
since the date set forth in clause (2)(Ab)(x) of this Section
2.5(b)(ii)(D)(I)(Y) or to be made in respect of the Five-Year Notes Legal
Final Payment Date pursuant to Section 2.3(d)(ii) of this Series
Supplement and all drawings made since such date or to be made in respect of
the Five-Year Notes Legal Final Payment Date under the Class B Letters of
Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided,
however, that any such withdrawals from the Class B Reserve Account
and/or drawings made under the Class B Letters of Credit on account of a Series
2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or
other amount payable by the Lessee under the HVF Lease that is cured in full on
or prior to the fifth Business Day after the occurrence of such failure shall
be excluded from this clause (y);


 


(II)           (X) the Class A Non-Ford Letters
of Credit, if any, to the extent that on the Five-Year Notes Legal Final
Payment Date there exists a Series 2005-1 Lease Principal Payment Deficit, in
an amount equal to the lesser of:


 


(1)   the excess, if any, of the Series 2005-1
Lease Principal Payment Deficit over the amounts to be drawn on the Class B
Non-Ford Letters of Credit pursuant to clause (I) above; and


 


(2)   the Class A Non-Ford Letter of Credit
Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford
Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(I)(X) of this Series Supplement).


 


(Y) the Class A Ford
Letters of Credit, if any, in an amount equal to the lesser of:


 


(1)   the Class A Ford Letter of Credit Liquidity
Amount (after giving effect to any draws to be made on the Class A Ford Letters
of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section
2.3(e)(I)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount
by which the Principal Deficit Amount on the Five-Year Notes Legal Final Payment
Date exceeds the sum of the amount to be deposited in the Series 2005-1
Distribution Account in accordance with Section 2.5(b)(i) of this Series
Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant
to clause (I) above and the Class A Non-Ford Letters of Credit pursuant
to clause (X) above, each on such Five-Year Notes Legal Final Payment
Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit
pursuant to Section 2.12(d)(X) of this Series Supplement and the amounts
to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section
2.12(d)(Y) of this Series Supplement, each


 


103





















 


on the Business Day
immediately preceding such Five-Year Notes Legal Final Payment Date, and (Ab)
an amount equal to the excess, if any, of (x) the Class A Required Liquidity
Amount on the earlier of (I) the date of the first occurrence of a Series
2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease
Interest Payment Deficit resulting from a failure to pay Rent or other amount
payable by the Lessee under the HVF Lease that is cured in full on or prior to
the fifth Business Day after the occurrence of such failure) and (II) the
Five-Year Notes Legal Final Payment Date over (y) the aggregate amount, as of
the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class
A Reserve Account made since the date set forth in clause (2)(Ab)(x) of
this Section 2.5(b)(ii)(D)(II)(Y) or to be made in respect of the
Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i)
of this Series Supplement and all drawings made since such date or to be made
in respect of the Five-Year Notes Legal Final Payment Date under the Class A
Letters of Credit pursuant to Section 2.3(e)(I) of this Series
Supplement; provided, however, that any such withdrawals from the
Class A Reserve Account and/or drawings made under the Class A Letters of
Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting
from a failure to pay Rent or other amount payable by the Lessee under the HVF
Lease that is cured in full on or prior to the fifth Business Day after the
occurrence of such failure shall be excluded from this clause (y).


 


Upon receipt of a notice by the Trustee from the
Administrator in respect of a Principal Deficit Amount on or prior to 10:30
a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m.
(New York City time) on such Payment Date draw an amount as set forth in such
notice equal to the applicable amount set forth above on:


 


(I) (X) the
Class A Non-Ford Letters of Credit by presenting to each Class A Non-Ford
Letter of Credit Provider a draft accompanied by a Class A Certificate of
Credit Demand and shall cause the Class A LOC Credit Disbursements to be
deposited in the Series 2005-1 Distribution Account on such Payment Date; provided,
however, that if the Class A Non-Ford Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash
Collateral Account and deposit in the Series 2005-1 Distribution Account an
amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral
Percentage on such Payment Date of the amount set forth in the notice provided
to the Trustee by the Administrator and (y) the Class A Available Non-Ford Cash
Collateral Account Amount on such Payment Date and draw an amount equal to the
remainder of such amount on the Class A Non-Ford Letters of Credit;


 


(Y) the Class
A Ford Letters of Credit by presenting to each Class A Ford Letter of Credit
Provider a draft accompanied by a Class A Certificate of Credit Demand and
shall cause the Class A LOC Credit Disbursements to be deposited in the Series
2005-1 Distribution Account on such Payment Date; provided,


 


104





















 


however, that if
the Class A Ford Cash Collateral Account has been established and funded, the
Trustee shall withdraw from the Class A Ford Cash Collateral Account and
deposit in the Series 2005-1 Distribution Account an amount equal to the lesser
of (x) the Class A Ford Cash Collateral Percentage on such Payment Date of the
amount set forth in the notice provided to the Trustee by the Administrator and
(y) the Class A Available Ford Cash Collateral Account Amount on such Payment
Date and draw an amount equal to the remainder of such amount on the Class A
Ford Letters of Credit; and


 


(II) (X) the
Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford
Letter of Credit Provider a draft accompanied by a Class B Certificate of
Credit Demand and shall cause the Class B LOC Credit Disbursements to be
deposited in the Series 2005-1 Distribution Account on such Payment Date; provided,
however, that if the Class B Non-Ford Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Class B Non-Ford
Cash Collateral Account and deposit in the Series 2005-1 Distribution Account
an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral
Percentage on such Payment Date of the amount set forth in the notice provided
to the Trustee by the Administrator and (y) the Class B Available Cash
Collateral Account Amount on such Payment Date and draw an amount equal to the
remainder of such amount on the Class B Non-Ford Letters of Credit; and


 


(Y) the Class
B Ford Letters of Credit by presenting to each Class B Ford Letter of Credit
Provider a draft accompanied by a Class B Certificate of Credit Demand and
shall cause the Class B LOC Credit Disbursements to be deposited in the Series
2005-1 Distribution Account on such Payment Date; provided, however,
that if the Class B Ford Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Class B Ford Cash Collateral
Account and deposit in the Series 2005-1 Distribution Account an amount equal
to the lesser of (x) the Class B Ford Cash Collateral Percentage on such
Payment Date of the amount set forth in the notice provided to the Trustee by
the Administrator and (y) the Class B Available Cash Collateral Account Amount
on such Payment Date and draw an amount equal to the remainder of such amount
on the Class B Ford Letters of Credit.


 


(iii)          Demand
on Insurance Policy. If the sum of the Class A Letter of Credit Amount, the
Class A Available Reserve Account Amount, the Class B Letter of Credit Amount
and the Class B Available Reserve Account Amount on any Payment Date on which
the Class A Principal Deficit Amount will be greater than zero will be less
than such Class A Principal Deficit Amount, the Trustee shall make a demand on
the Insurance Policy by 12:00 noon (New York City time) on the second Business
Day preceding such Payment Date in an amount equal to the Insured Principal
Deficit Amount and shall cause the proceeds thereof to be deposited in the
Series 2005-1 Distribution Account.


 


105





















 


(c)           Legal Final Payment Dates.
The Class A-1 Principal Amount,  the
Class B-1 Principal Amount and the Class B-2 Principal Amount shall be due and
payable on the Three-Year Notes Legal Final Payment Date. If the amount to be
deposited in the Series 2005-1 Distribution Account in accordance with Section
2.5(a) of this Series Supplement with respect to the Three-Year Notes Legal
Final Payment Date together with any amounts to be deposited therein in
accordance with Section 2.5(b) of this Series Supplement on the
Three-Year Notes Legal Final Payment Date, in each case to pay principal of the
Class A Notes and the Class B Notes, is less than the sum of the Class A-1 Outstanding
Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal
Amount on the Three-Year Notes Legal Final Payment Date, prior to 10:00 a.m.
(New York City time) on the second Business Day prior to the Three-Year Notes
Legal Final Payment Date, the Administrator shall instruct the Trustee to
withdraw from (I) the Class B Reserve Account, an amount equal to the least of
(i) the Class B Available Reserve Account Amount (after giving effect to any
withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii)
and Section 2.5(b)(i)(A) of this Series Supplement), (ii) the amount by
which the Class B Liquidity Amount (after giving effect to any withdrawals from
the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section
2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B
Letters of Credit pursuant to Section 2.3(e)(II) and Section
2.5(b)(ii)(B)(I) of this Series Supplement on the Three-Year Notes Legal
Final Payment Date) will exceed the Class B Required Liquidity Amount (after
giving effect to all anticipated reductions in the Class B Principal Amount on
the Three-Year Notes Legal Final Payment Date) and (iii) such insufficiency and
(II) the Class A Reserve Account, an amount equal to the least of (i) the Class
A Available Reserve Account Amount (after giving effect to any withdrawals from
the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section
2.5(b)(i)(B) of this Series Supplement), (ii) the amount by which the Class
A Liquidity Amount (after giving effect to any withdrawals from the Class A
Reserve Account pursuant to Section 2.3(d)(i) and Section
2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A
Letters of Credit pursuant to Section 2.3(e)(I) and Section 2.5(b)(ii)(B)(II)
of this Series Supplement on the Three-Year Notes Legal Final Payment Date)
will exceed the Class A Required Liquidity Amount (after giving effect to all
anticipated reductions in the Class A Principal Amount on the Three-Year Notes
Legal Final Payment Date) and (iii) the excess of such insufficiency over the
sum of (X) the Class B-1 Principal Amount, (Y) the Class B-2 Principal Amount
and (Z) the amounts withdrawn from the Class B Reserve Account pursuant to clause
(I) of this sentence, and deposit such withdrawn amounts in the Series
2005-1 Distribution Account on the Three-Year Notes Legal Final Payment Date. The
Trustee shall withdraw such amounts from the Class A Reserve Account and the
Class B Reserve Account and deposit such amounts in the Series 2005-1
Distribution Account on or prior to the Three-Year Notes Legal Final Payment
Date. The Class A-2 Principal Amount, the Class A-3 Principal Amount, the Class
B-3 Principal Amount and the Class B-4 Principal Amount shall be due and
payable on the Four-Year Notes Legal Final Payment Date. If the amount to be
deposited in the Series 2005-1 Distribution Account in accordance with Section
2.5(a) of this Series Supplement with respect to the Four-Year Notes Legal
Final Payment Date together with any amounts to be deposited therein in
accordance with Section 2.5(b) of this Series Supplement on the
Four-Year


 


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Notes Legal Final Payment Date, in each case to pay
principal of the Class A Notes and the Class B Notes, is less than the sum of
the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal
Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount on
the Four-Year Notes Legal Final Payment Date, prior to 10:00 a.m. (New York
City time) on the second Business Day prior to the Four-Year Notes Legal Final
Payment Date, the Administrator shall instruct the Trustee to withdraw from (I)
the Class B Reserve Account, an amount equal to the least of (i) the Class B Available
Reserve Account Amount (after giving effect to any withdrawals from the Class B
Reserve Account pursuant to Section 2.3(d)(ii) and Section
2.5(b)(i)(A) of this Series Supplement), (ii) the amount by which the Class
B Liquidity Amount (after giving effect to any withdrawals from the Class B
Reserve Account pursuant to Section 2.3(d)(ii) and Section
2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B
Letters of Credit pursuant to Section 2.3(e)(II) and Section
2.5(b)(ii)(C)(I) of this Series Supplement on the Four-Year Notes Legal
Final Payment Date) will exceed the Class B Required Liquidity Amount (after
giving effect to all anticipated reductions in the Class B Principal Amount on
the Four-Year Notes Legal Final Payment Date) and (iii) such insufficiency and
(II) the Class A Reserve Account, an amount equal to the least of (i) the Class
A Available Reserve Account Amount (after giving effect to any withdrawals from
the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section
2.5(b)(i)(B) of this Series Supplement), (ii) the amount by which the Class
A Liquidity Amount (after giving effect to any withdrawals from the Class A
Reserve Account pursuant to Section 2.3(d)(i) and Section
2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A
Letters of Credit pursuant to Section 2.3(e)(I) and Section
2.5(b)(ii)(C)(II) of this Series Supplement on the Four-Year Notes Legal
Final Payment Date) will exceed the Class A Required Liquidity Amount (after
giving effect to all anticipated reductions in the Class A Principal Amount on
the Four-Year Notes Legal Final Payment Date) and (iii) the excess of such
insufficiency over the sum of (X) the Class B-3 Principal Amount, (Y) the Class
B-4 Principal Amount and (Z) the amounts withdrawn from the Class B Reserve
Account pursuant to clause (I) of this sentence, and deposit such
withdrawn amounts in the Series 2005-1 Distribution Account on the Four-Year
Notes Legal Final Payment Date. The Trustee shall withdraw such amounts from
the Class A Reserve Account and the Class B Reserve Account and deposit such
amounts in the Series 2005-1 Distribution Account on or prior to the Four-Year
Notes Legal Final Payment Date. The Class A-4 Principal Amount, the Class A-5
Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal
Amount shall be due and payable on the Five-Year Notes Legal Final Payment Date.
If the amount to be deposited in the Series 2005-1 Distribution Account in
accordance with Section 2.5(a) of this Series Supplement with respect to
the Five-Year Notes Legal Final Payment Date together with any amounts to be
deposited therein in accordance with Section 2.5(b) of this Series
Supplement on the Five-Year Notes Legal Final Payment Date, in each case to pay
principal of the Class A Notes and the Class B Notes, is less than the sum of
the Class A-4 Outstanding Principal Amount, the Class A-5 Outstanding Principal
Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount on
the Five-Year Notes Legal Final Payment Date, prior to 10:00 a.m. (New York
City time) on the second Business Day prior to the Five-Year Notes Legal Final
Payment Date, the Administrator


 


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shall instruct the Trustee to withdraw from (I) the
Class B Reserve Account, an amount equal to the lesser of (i) the Class B
Available Reserve Account Amount, (after giving effect to any withdrawals from
the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section
2.5(b)(i)(A) of this Series Supplement), and (ii) such insufficiency and
(II) the Class A Reserve Account, an amount equal to the lesser of (i) the
Class A Available Reserve Account Amount, (after giving effect to any
withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i)
and Section 2.5(b)(i)(B) of this Series Supplement), and (ii) the excess
of such insufficiency over the amounts withdrawn from the Class B Reserve
Account pursuant to clause (I) above, and deposit such withdrawn amounts
in the Series 2005-1 Distribution Account on the Five-Year Notes Legal Final
Payment Date. The Trustee shall withdraw such amounts from the Class A Reserve
Account and the Class B Reserve Account and deposit such amounts in the Series
2005-1 Distribution Account on or prior to the Five-Year Notes Legal Final
Payment Date. If, after giving effect to any such deposits into the Series
2005-1 Distribution Account, the amount to be deposited in the Series 2005-1
Distribution Account for payment of the Class A-1 Notes, the Class A-2 Notes
and the Class A-3 Notes, or the Class A-4 Notes and the Class A-5 Notes, as the
case may be, with respect to the Three-Year Notes Legal Final Payment Date, the
Four-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment
Date, as the case may be, is or will be less than the sum of the Class A-1
Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount and
the Class A-3 Outstanding Principal Amount, or the Class A-4 Outstanding
Principal Amount and the Class A-5 Outstanding Principal Amount, as the case
may be, the Administrator shall instruct the Trustee in writing to make a
demand on the Insurance Policy on the second Business Day preceding such Legal
Final Payment Date and, upon receipt of such notice, the Trustee shall make a
demand on the Insurance Policy on the second Business Day preceding such Legal
Final Payment Date in an amount equal to such insufficiency in accordance with
the terms thereof and shall cause the proceeds thereof to be deposited in the
Series 2005-1 Distribution Account.


 


(d)           Distribution. On each Payment
Date occurring on or after the date a withdrawal is made pursuant to Section
2.5(a) of this Series Supplement, the Trustee shall, in accordance with Section
6.1 of the Base Indenture, pay (i) first, to the Class A Noteholders
the amount deposited in the Series 2005-1 Distribution Account for the payment
of principal of the Class A Notes held by such Class A Noteholders pursuant to Section
2.5(a) of this Series Supplement and any amounts deposited in the Series
2005-1 Distribution Account for the payment of principal of such Class A Notes
pursuant to Section 2.5(b) of this Series Supplement and, to the extent
necessary to pay the Class A-1 Outstanding Principal Amount on the Three-Year
Notes Legal Final Payment Date, the Class A-2 Outstanding Principal Amount and
the Class A-3 Outstanding Principal Amount on the Four-Year Notes Legal Final
Payment Date, or the Class A-4 Outstanding Principal Amount and the Class A-5
Outstanding Principal Amount on the Five-Year Notes Legal Final Payment Date,
amounts deposited in the Series 2005-1 Distribution Account pursuant to Section
2.5(c) of this Series Supplement, (ii) second, once all amounts due
to such Class A Noteholders on such Payment Date have been paid in full,


 


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to the Class B Noteholders the amount deposited in the
Series 2005-1 Distribution Account for the payment of principal of the Class B
Notes held by such Class B Noteholders pursuant to Section 2.5(a) of
this Series Supplement and any amounts deposited in the Series 2005-1
Distribution Account for the payment of principal of such Class B Notes
pursuant to Section 2.5(b) of this Series Supplement and, to the extent
necessary to pay the Class B-1 Principal Amount and the Class B-2 Principal
Amount on the Three-Year Notes Legal Final Payment Date, the Class B-3
Principal Amount and the Class B-4 Principal Amount on the Four-Year Notes
Legal Final Payment Date, or the Class B-5 Principal Amount and the Class B-6
Principal Amount on the Five-Year Notes Legal Final Payment Date, amounts
deposited in the Series 2005-1 Distribution Account pursuant to Section
2.5(c) of this Series Supplement, (iii) third, once the Series
2005-1 Notes have been paid in full, to Ford the amounts deposited in the
Series 2005-1 Distribution Account for the payment of all unpaid Ford
Reimbursement Obligations pursuant to Section 2.5(a) of this Series
Supplement and (iv) fourth, once all amounts due and owing to Ford
pursuant to the immediately preceding clause have been paid in full, only for
so long as the Ford LOC Exposure Amount is greater than zero, solely to the
extent that after giving effect to such payment the Fleet Equity Condition
would be satisfied, to each Interest Rate Hedge Provider the amounts deposited
in the Series 2005-1 Distribution Account for the payment of all amounts due
and owing to it under its Series 2005-1 Interest Rate Hedge.


 


Section 2.6.            The Administrator’s Failure to
Instruct the Trustee to Make a Deposit or Payment.


 


If the
Administrator fails to give notice or instructions to make any payment from or
deposit into the Collection Account or any Series 2005-1 Series Account
required to be given by the Administrator, at the time specified in the
Administration Agreement or any other Related Document (including applicable
grace periods), the Trustee shall make such payment or deposit into or from the
Collection Account or such Series 2005-1 Series Account without such notice or
instruction from the Administrator, provided that the Administrator or, in the
case of any payment from a Series 2005-1 Series Account, the Insurer, upon
request of the Trustee or the Insurer, promptly provides the Trustee with all
information necessary to allow the Trustee to make such a payment or deposit. When
any payment or deposit hereunder or under any other Related Document is
required to be made by the Trustee at or prior to a specified time, the
Administrator shall deliver any applicable written instructions with respect
thereto reasonably in advance of such specified time. If the Administrator
fails to give instructions to draw on any Series 2005-1 Letters of Credit with
respect to a Class of Series 2005-1 Notes required to be given by the
Administrator, at the time specified in this Series Supplement, the Trustee
shall draw on such Series 2005-1 Letters of Credit with respect to such Class
of Series 2005-1 Notes without such instruction from the Administrator,
provided that the Administrator or the Insurer (solely with respect to the
Class A Letters of Credit), upon request of the Trustee or the Insurer (solely
with respect to the Class A Letters of Credit), promptly provides the Trustee
with all information necessary to allow the Trustee to draw on each such Series
2005-1 Letter of Credit.


 


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Section 2.7.            Class A Reserve Account.


 


(a)           Establishment of Class A Reserve
Account. HVF shall establish and maintain in the name of the Trustee for
the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each
Interest Rate Hedge Provider an account (the “Class A Reserve Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and
each Interest Rate Hedge Provider. The Class A Reserve Account shall be an
Eligible Deposit Account. If the Class A Reserve Account is at any time no
longer an Eligible Deposit Account, HVF shall, within 10 Business Days of
obtaining knowledge that the Class A Reserve Account is no longer an Eligible
Deposit Account, establish a new Class A Reserve Account that is an Eligible
Deposit Account. If a new Class A Reserve Account is established, HVF shall
instruct the Trustee in writing to transfer all cash and investments from the
non-qualifying Class A Reserve Account into the new Class A Reserve Account. Initially,
the Class A Reserve Account will be established with the Trustee.


 


(b)           Administration of the Class A
Reserve Account. HVF may instruct (by standing instructions or otherwise)
the institution maintaining the Class A Reserve Account to invest funds on
deposit in the Class A Reserve Account from time to time in Permitted
Investments; provided, however, that any such investment shall
mature not later than the Business Day prior to the first Payment Date
following the date on which such funds were received (including funds received
upon a payment in respect of a Permitted Investment made with funds on deposit
in the Class A Reserve Account), unless any Permitted Investment held in the
Class A Reserve Account is held with the Trustee, then such investment may
mature on such Payment Date so long as such funds shall be available for
withdrawal on or prior to such Payment Date. HVF shall not direct the Trustee
to dispose of (or permit the disposal of) any Permitted Investments prior to
the maturity thereof to the extent such disposal would result in a loss of the
initial purchase price of such Permitted Investment. In the absence of written
investment instructions hereunder, funds on deposit in the Class A Reserve
Account shall remain uninvested.


 


(c)           Earnings from Class A Reserve
Account. All interest and earnings (net of losses and investment expenses)
paid on funds on deposit in the Class A Reserve Account shall be deemed to be
on deposit therein and available for distribution.


 


(d)           Class A Reserve Account
Constitutes Additional Collateral for Series 2005-1 Notes. In order to
secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2005-1 Notes, HVF hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest
Rate Hedge Provider, all of HVF’s right, title and interest in and to the
following (whether now or hereafter existing or acquired):  (i) the Class A Reserve Account, including
any security entitlement thereto; (ii) all funds on deposit therein from time
to time; (iii) all certificates and instruments, if any, representing or
evidencing any or all of the Class A


 


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Reserve Account or the funds on deposit therein from
time to time; (iv) all investments made at any time and from time to time with
monies in the Class A Reserve Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Class A Reserve Account, the funds on deposit
therein from time to time or the investments made with such funds; and (vi) all
proceeds of any and all of the foregoing, including, without limitation, cash
(the items in the foregoing clauses (i) through (vi) are referred
to, collectively, as the “Class A Reserve Account Collateral”).


 


(e)           Class A Reserve Account Surplus.
In the event that the Class A Reserve Account Surplus on any Payment Date is
greater than zero, the Trustee, acting in accordance with the written
instructions of the Administrator (with a copy to the Insurer), shall withdraw
from the Class A Reserve Account an amount equal to the Class A Reserve Account
Surplus and (i) deposit in the Class B Reserve Account the lesser of (x) such
Class A Reserve Account Surplus and (y) the excess, if any, of the Class B
Required Reserve Account Amount as of such Payment Date over the Class B
Available Reserve Account Amount as of such Payment Date, in each case as of
such Payment Date, (ii) pay to Ford the lesser of (x) the excess of such Class
A Reserve Account Surplus over the amounts deposited pursuant to clause (i)
above and (y) all unpaid Ford Reimbursement Obligations and (iii) only for so
long as the Ford LOC Exposure Amount is greater than zero, solely to the extent
that after giving effect to any such payment, the Fleet Equity Condition would
be satisfied (A) pay to each Interest Rate Hedge Provider on a pro  rata
basis the lesser of (x) the excess of such Class A Reserve Account Surplus over
the amounts deposited and/or paid pursuant to clauses (i) and (ii)
above and (y) all amounts then due and owing to each such Interest Rate Hedge
Provider under its Series 2005-1 Interest Rate Hedge and (B) pay to HVF any
portion of such Class A Reserve Account Surplus remaining after any required
deposit and/or payment pursuant to clauses (i) through (iii)(A)
above.


 


(f)            Termination of Class A Reserve
Account. On or after the date on which the Series 2005-1 Notes are fully
paid, the Insurer has been paid all Insurer Fees and all other Insurer
Reimbursement Amounts due, each Interest Rate Hedge Provider has been paid all
amounts due and owing to it from HVF under its Series 2005-1 Interest Rate
Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations, the
Trustee, acting in accordance with the written instructions of the
Administrator, only for so long as the Ford LOC Exposure Amount is greater than
zero, solely to the extent that after giving effect to any such withdrawal, the
Fleet Equity Condition would be satisfied, shall withdraw from the Class A
Reserve Account all remaining amounts on deposit therein for payment to HVF.


 


Section 2.8.            Class A Letters of Credit and
Class A Cash Collateral Accounts.


 


(a)           (I) Class A Ford Cash Collateral
Account Constitutes Additional Collateral for Series 2005-1 Notes. In order
to secure and provide for the repayment


 


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and payment of the Note Obligations with respect to
the Series 2005-1 Notes, HVF hereby grants a security interest in and assigns,
pledges, grants, transfers and sets over to the Trustee, for the benefit of the
Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge
Provider, all of HVF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired):  (i) the Class A Ford Cash Collateral Account,
including any security entitlement thereto; (ii) all funds on deposit in the
Class A Ford Cash Collateral Account from time to time; (iii) all certificates
and instruments, if any, representing or evidencing any or all of the Class A
Ford Cash Collateral Account or the funds on deposit therein from time to time;
(iv) all investments made at any time and from time to time with monies in the
Class A Ford Cash Collateral Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Class A Ford Cash Collateral Account, the
funds on deposit therein from time to time or the investments made with such
funds; and (vi) all proceeds of any and all of the foregoing, including,
without limitation, cash (the items in the foregoing clauses (i) through
(vi) are referred to, collectively, as the “Class A Ford Cash
Collateral Account Collateral”).


 


(II)           Class
A Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series
2005-1 Notes. In order to secure and provide for the repayment and payment
of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby
grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2005-1 Noteholders, the
Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title
and interest in and to the following (whether now or hereafter existing or
acquired):  (i) the Class A Non-Ford Cash
Collateral Account, including any security entitlement thereto; (ii) all funds
on deposit in the Class A Non-Ford Cash Collateral Account from time to time;
(iii) all certificates and instruments, if any, representing or evidencing any
or all of the Class A Non-Ford Cash Collateral Account or the funds on deposit
therein from time to time; (iv) all investments made at any time and from time
to time with monies in the Class A Non-Ford Cash Collateral Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Class A Non-Ford
Cash Collateral Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (vi) are referred to, collectively, as the “Class A
Non-Ford Cash Collateral Account Collateral”).


 


(b)           Class A Letter of Credit
Expiration Date. If prior to the date which is sixteen (16) Business Days
prior to the then scheduled Class A Letter of Credit Expiration Date with
respect to any Class A Letter of Credit, excluding the amount available to be
drawn under such Class A Letter of Credit but taking into account each
substitute Class A Letter of Credit which has been obtained from a Class A
Eligible


 


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Letter of Credit Provider or a Class A Eligible Ford
Letter of Credit Provider, as applicable, and is in full force and effect on
such date, (i) the Class A Adjusted Enhancement Amount would be equal to or
greater than the Class A Required Enhancement Amount, (ii) the Class A Adjusted
Liquidity Amount would be equal to or greater than the Class A Required
Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount would be equal
to or greater than the Class B Required Enhancement Amount and (iv) if the
expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the
Class A Non-Ford Letter of Credit Liquidity Amount would be equal to or greater
than the Series 2005-1 Demand Note Payment Amount, then the Administrator shall
notify the Trustee and the Insurer in writing no later than fifteen (15)
Business Days prior to such Class A Letter of Credit Expiration Date of such
determination. If prior to the date which is sixteen (16) Business Days prior
to the then scheduled Class A Letter of Credit Expiration Date with respect to
any Class A Letter of Credit, excluding such Class A Letter of Credit but
taking into account any substitute Class A Letter of Credit which has been
obtained from a Class A Eligible Letter of Credit Provider or a Class A
Eligible Ford Letter of Credit Provider, as applicable, and is in full force
and effect on such date, (i) the Class A Adjusted Enhancement Amount would
be less than the Class A Required Enhancement Amount, (ii) the Class A Adjusted
Liquidity Amount would be less than the Class A Required Liquidity Amount,
(iii) the Class B Adjusted Enhancement Amount would be less than the Class B
Required Enhancement Amount, or (iv) if the expiring Class A Letter of Credit
is a Class A Non-Ford Letter of Credit, the Class A Non-Ford Letter of Credit
Liquidity Amount would be less than the Series 2005-1 Demand Note Payment
Amount, then the Administrator shall notify the Trustee and the Insurer in
writing no later than fifteen (15) Business Days prior to such Class A Letter
of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the
Class A Required Enhancement Amount over the Class A Adjusted Enhancement
Amount, excluding such Class A Letter of Credit but taking into account any
substitute Class A Letter of Credit which has been obtained from a Class A
Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit
Provider, as applicable, and is in full force and effect on such date, (B) the
excess, if any, of the Class A Required Liquidity Amount over the Class A
Adjusted Liquidity Amount, excluding such Class A Letter of Credit but taking
into account each substitute Class A Letter of Credit which has been obtained
from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford
Letter of Credit Provider, as applicable, and is in full force and effect on
such date, (C) the excess, if any, of the Class B Required Enhancement Amount
over the Class B Adjusted Enhancement Amount, excluding such Class A Letter of
Credit but taking into account any substitute Class A Letter of Credit which
has been obtained from a Class A Eligible Letter of Credit Provider or a Class
A Eligible Ford Letter of Credit Provider, as applicable, and is in full force
and effect on such date and (D) if the expiring Class A Letter of Credit is a
Class A Non-Ford Letter of Credit, the excess, if any, of the Series 2005-1
Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity
Amount, excluding such Class A Non-Ford Letter of Credit but taking into
account each substitute Class A Non-Ford Letter of Credit which has been
obtained from a Class A Eligible Letter of Credit Provider and is in full force
and effect on such date, and (y) the amount available to be drawn on such
expiring Class A Letter of Credit on


 


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such date. Upon receipt of such notice by the Trustee
on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee
shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case
of any notice given to the Trustee after 10:30 a.m. (New York City time), by
12:00 p.m. (New York City time) on the next following Business Day), draw the
lesser of the amounts set forth in clauses (x) and (y) above on
such Class A Letter of Credit by presenting a draft accompanied by a Class A
Certificate of Termination Demand and shall cause the Class A LOC Termination
Disbursements to be deposited in the Class A Non-Ford Collateral Account, in
the case of a Class A LOC Termination Disbursement under a Class A Non-Ford
Letter of Credit, and the Class A Ford Cash Collateral Account, in the case of
a Class A LOC Termination Disbursement under a Class A Ford Letter of Credit. If the Trustee does not receive the notice from
the Administrator described above on or prior to the date that is fifteen (15)
Business Days prior to each Class A Letter of Credit Expiration Date, the
Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the
full amount of such Class A Letter of Credit by presenting a draft accompanied
by a Class A Certificate of Termination Demand and shall cause the Class A LOC
Termination Disbursements to be deposited in the applicable Class A Cash Collateral
Account.


 


(c)           Class A Letter of Credit Providers.
The Administrator shall notify the Trustee, Fitch and the Insurer in writing
within one Business Day of becoming aware that the short-term debt credit
rating of any Class A Letter of Credit Provider has fallen below “A-1” as
determined by Standard & Poor’s or “P-1” as determined by Moody’s or the
long-term debt credit rating of any Class A Letter of Credit Provider has
fallen below “A+” as determined by Standard & Poor’s or “A1” as determined
by Moody’s (with respect to any Class A Letter of Credit Provider, a “Class
A Downgrade Event”). On the thirtieth (30th) day after the occurrence of a
Class A Downgrade Event with respect to any Class A Letter of Credit Provider,
the Administrator shall notify the Trustee and the Insurer in writing on such
date of (i) the greatest of (A) the excess, if any, of the Class A Required
Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the
available amount under the Class A Letter of Credit issued by such Class A
Letter of Credit Provider, on such date, (B) the excess, if any, of the Class A
Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding
the available amount under such Class A Letter of Credit, on such date, (C) the
excess, if any, of the Class B Required Enhancement Amount over the Class B
Adjusted Enhancement Amount, excluding the available amount under the Class A
Letter of Credit issued by such Class A Letter of Credit Provider, on such date
and (D) if the Class A Downgrade Event affects a Class A Non-Ford Letter of
Credit, the excess, if any, of the Series 2005-1 Demand Note Payment Amount
over the Class A Non-Ford Letter of Credit Liquidity Amount, excluding the
available amount under such Class A Non-Ford Letter of Credit, on such date,
and (ii) the amount available to be drawn on such Class A Letter of Credit on
such date. Upon receipt of such notice by the Trustee on or prior to 10:30 a.m.
(New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New
York City time) on such Business Day (or, in the case of any notice given to
the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City
time) on the next following Business Day), draw on such Class A Letter of
Credit in an amount


 


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equal to the lesser of the amount in clause (i)
or clause (ii) of the immediately preceding sentence on such Business
Day by presenting a draft accompanied by a Class A Certificate of Termination
Demand and shall cause the Class A LOC Termination Disbursement to be deposited
in a Class A Non-Ford Cash Collateral Account, in the case of a Class A LOC
Termination Disbursement under a Class A Non-Ford Letter of Credit, and the
Class A Ford Cash Collateral Account, in the case of a Class A LOC Termination
Disbursement under a Class A Ford Letter of Credit.


 


(d)           Class A Preference Amount Demands
on the Class A Non-Ford Letters of Credit. If the Insurer notifies the
Trustee in writing that the Insurer shall have made a payment under the
Insurance Policy in respect of a Class A Preference Amount, subject to the
satisfaction of the conditions set forth in the next succeeding sentence, the
Trustee shall draw an amount equal to the lesser of (i) such Class A Preference
Amount and (ii) the Class A Non-Ford Letter of Credit Liquidity Amount on the
Class A Non-Ford Letters of
Credit by presenting to each Class A Non-Ford
Letter of Credit Provider (with a copy to the Insurer) a draft
accompanied by a Class A Certificate of
Preference Payment Demand and shall cause the Class A LOC Preference Payment
Disbursements to be paid to the Insurer; provided, however, that
if the Class A Non-Ford Cash Collateral Account has been established and
funded, the Trustee shall draw an amount equal to the product of (a) 100% minus
the Class A Non-Ford Cash Collateral Percentage and (b) the lesser of the
amounts referred to in clause (i) and (ii) on such Business Day
on the Class A Non-Ford Letters of Credit as calculated by the Administrator,
at the request of the Trustee, and provided in writing to the Trustee and the
Insurer. Prior to any draw on the Class A Non-Ford Letters of Credit or
withdrawal from the Class A Non-Ford Cash Collateral Account pursuant to this Section
2.8(d), the Trustee shall have received a certified copy of the order
requiring the return of such Class A Preference Amount.


 


(e)           (I) Reductions in Stated
Amounts of the Class A Ford Letters of Credit. If the Trustee receives a
written notice from the Lessee, substantially in the form of Exhibit D-1-1,
requesting a reduction in the stated amount of any Class A Ford Letter of
Credit, the Trustee shall within two Business Days of the receipt of such
notice deliver to the Class A Ford Letter of Credit Provider who issued such
Class A Ford Letter of Credit with a copy to Ford a Class A Notice of Reduction
requesting a reduction in the stated amount of such Class A Ford Letter of
Credit in the amount requested in such notice effective on the date set forth
in such notice, provided that on such effective date, after giving
effect to the requested reduction in the stated amount of such Class A Ford
Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or
exceed the Class A Required Enhancement Amount, (ii) the Class A Adjusted
Liquidity Amount will equal or exceed the Class A Required Liquidity Amount and
(iii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B
Required Enhancement Amount. If the Trustee receives a written notice from Ford,
substantially in the form of Exhibit D-1-2, requesting the replacement
of any Class A Ford Letter of Credit, the Trustee shall within two Business
Days of the receipt of such notice and upon receipt of a substitute Class A
Ford Letter of Credit having a stated amount equal to the available amount of
the Class A Ford Letter of Credit being replaced issued by a Class A Eligible


 


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Ford Letter of Credit Provider deliver to the Class A
Letter of Credit Provider who issued the Class A Ford Letter of Credit being
replaced a written notice in the form provided in such Class A Ford Letter of
Credit confirming cancellation of such Class A Ford Letter of Credit and shall
deliver such cancelled Class A Ford Letter of Credit to such Class A Letter of
Credit Provider as soon as practicable.


 


(II)           Reductions
in Stated Amounts of the Class A Non-Ford Letters of Credit. If the Trustee
receives a written notice from the Lessee, substantially in the form of Exhibit
D-2, requesting a reduction in the stated amount of any Class A Non-Ford
Letter of Credit, the Trustee shall within two Business Days of the receipt of
such notice deliver to the Class A Non-Ford Letter of Credit Provider who
issued such Class A Non-Ford Letter of Credit a Class A Notice of Reduction
requesting a reduction in the stated amount of such Class A Non-Ford Letter of
Credit in the amount requested in such notice effective on the date set forth
in such notice provided that on such effective date, after giving effect to the
requested reduction in the stated amount of such Class A Non-Ford Letter of
Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the
Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount
will equal or exceed the Class A Required Liquidity Amount, (iii) the Class B
Adjusted Enhancement Amount will equal or exceed the Class B Required
Enhancement Amount, and (iv) the Class A Non-Ford Letter of Credit Liquidity
Amount will equal or exceed the Series 2005-1 Demand Note Payment Amount.


 


(f)            (I) Draws on the Class A
Ford Letters of Credit. If there is more than one Class A Ford Letter of
Credit on the date of any draw on the Class A Ford Letters of Credit pursuant
to the terms of this Series Supplement (other than pursuant to Sections
2.8(b) and (c) of this Series Supplement), the Administrator shall
instruct the Trustee, in writing, to draw on each Class A Ford Letter of Credit
in an amount equal to the Pro Rata Share of the Class A Ford Letter of Credit
Provider issuing such Class A Ford Letter of Credit of the amount of such draw
on the Class A Ford Letters of Credit.


 


(II)           Draws
on the Class A Non-Ford Letters of Credit. If there is more than one Class
A Non-Ford Letter of Credit on the date of any draw on the Class A Non-Ford
Letters of Credit pursuant to the terms of this Series Supplement (other than
pursuant to Sections 2.8(b) and (c) of this Series Supplement),
the Administrator shall instruct the Trustee, in writing, to draw on each Class
A Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the
Class A Non-Ford Letter of Credit Provider issuing such Class A Non-Ford Letter
of Credit of the amount of such draw on the Class A Non-Ford Letters of Credit.


 


(g)           (I) Establishment of Class A
Ford Cash Collateral Account. On or prior to the date of any drawing under
a Class A Ford Letter of Credit pursuant to Section 2.8(b) or (c)
of this Series Supplement, HVF shall establish and maintain in the name of the
Trustee for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and
each Interest Rate Hedge Provider, an account (the “Class A Ford Cash
Collateral Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2005-1
Noteholders, the Insurer, Ford and each Interest


 


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Rate Hedge Provider. The Class A Ford Cash Collateral
Account shall be an Eligible Deposit Account. If the Class A Ford Cash
Collateral Account is at any time no longer an Eligible Deposit Account, HVF
shall, within 10 Business Days of obtaining knowledge that the Class A Ford
Cash Collateral Account is no longer an Eligible Deposit Account, establish a
new Class A Ford Cash Collateral Account that is an Eligible Deposit Account. If
a new Class A Ford Cash Collateral Account is established, HVF shall instruct
the Trustee in writing to transfer all cash and investments from the
non-qualifying Class A Ford Cash Collateral Account into the new Class A Ford
Cash Collateral Account.


 


(II)           Establishment
of Class A Non-Ford Cash Collateral Account. On or prior to the date of any
drawing under a Class A Non-Ford Letter of Credit pursuant to Section 2.8(b) or
(c) of this Series Supplement, HVF shall establish and maintain in the name of
the Trustee for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford
and each Interest Rate Hedge Provider, an account (the “Class A Non-Ford
Cash Collateral Account”), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 2005-1
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider. The Class
A Non-Ford Cash Collateral Account shall be an Eligible Deposit Account. If the
Class A Non-Ford Cash Collateral Account is at any time no longer an Eligible
Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that
the Class A Non-Ford Cash Collateral Account is no longer an Eligible Deposit
Account, establish a new Class A Non-Ford Cash Collateral Account that is an
Eligible Deposit Account. If a new Class A Non-Ford Cash Collateral Account is
established, HVF shall instruct the Trustee in writing to transfer all cash and
investments from the non-qualifying Class A Non-Ford Cash Collateral Account
into the new Class A Non-Ford Cash Collateral Account


 


(h)           Administration of the Class A Cash
Collateral Account. HVF may instruct (by standing instructions or
otherwise) the institution maintaining a Class A Cash Collateral Account to invest
funds on deposit in a Class A Cash Collateral Account from time to time in
Permitted Investments. Any investment of funds on deposit in a Class A Cash Collateral Account
shall mature not later than the Business Day prior to the first Payment Date
following the date on which such funds were received (including funds received
upon a payment in respect of a Permitted Investment made with funds on deposit
in a Class A Cash Collateral Account), unless any Permitted Investment held in
such Class A Cash Collateral Account is held with the Trustee, in which case
such investment may mature on such Payment Date so long as such funds shall be
available for withdrawal on or prior to such Payment Date. HVF shall not direct
the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a
loss of the initial purchase price of such Permitted Investment. In the absence
of written investment instructions hereunder, funds on deposit in a Class A
Cash Collateral Account shall remain uninvested.


 


(i)            Earnings from Class A Cash
Collateral Account. All Class A Cash Collateral Account Interest and
Earnings shall be deemed to be on deposit therein and available for
distribution.


 


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(j)            Class A Cash Collateral Account
Surplus. (X) In the event that the Class A Cash Collateral Account Surplus
on any Payment Date is greater than zero, the Administrator may direct the
Trustee to, and the Trustee, acting in accordance with the written instructions
of the Administrator (with a copy to the Insurer), shall, subject to the
limitations set forth in this Section 2.8(j)(X), withdraw the amount
specified by the Administrator from the Class A Cash Collateral Account
specified by the Administrator and apply such amount in accordance with the
terms of this Section 2.8(j)(X). The amount of any such withdrawal from
the Class A Ford Cash Collateral Account shall be limited to the lesser of (a)
the Class A Available Ford Cash Collateral Account Amount on such Payment Date
and (b) the Class A Cash Collateral Account Surplus (after giving effect to any
withdrawal from the Class A Non-Ford Cash Collateral Account) on such Payment
Date. The amount of any such withdrawal from the Class A Non-Ford Cash
Collateral Account shall be limited to the least of (a) the Class A Available
Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class A
Cash Collateral Account Surplus (after giving effect to any withdrawal from the
Class A Ford Cash Collateral Account) on such Payment Date and (c) the excess,
if any, of the Class A Non-Ford Letter of Credit Liquidity Amount on such
Payment Date over the Series 2005-1 Demand Note Payment Amount on such Payment
Date. Any amounts withdrawn from the Class A Ford Cash Collateral Account
pursuant to this Section 2.8(j)(X) shall be paid to Ford. Any amounts
withdrawn from the Class A Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that
there are unpaid Ford Reimbursement Obligations due and owing to Ford, the
lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral
Account and the amount of such unpaid Ford Reimbursement Obligations, second,
only for so long as the Ford LOC Exposure Amount is greater than zero, solely
to the extent that after giving effect to any such withdrawal, the Fleet Equity
Condition would be satisfied, to the Class A Non-Ford Letter of Credit
Providers, to the extent that there are unreimbursed Class A Disbursements due
and owing to such Class A Non-Ford Letter of Credit Providers in respect of the
Class A Non-Ford Letters of Credit, for application in accordance with the
provisions of the respective Class A Non-Ford Letter of Credit Reimbursement
Agreement, and third, only for so long as the Ford LOC Exposure Amount
is greater than zero, solely to the extent that after giving effect to any such
withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining
amounts. (Y) Irrespective of whether there is a Class A Cash Collateral Account
Surplus, in the event that the Class A Ford Cash Collateral Account has been
established pursuant to Section 2.8(g)(I) of this Series Supplement, the
proceeds of one or more Class A LOC Termination Disbursements have been
deposited therein pursuant to Section 2.8(b) or Section 2.8(c) of
this Series Supplement and Ford delivers to the Trustee a Class A Ford Letter
of Credit from a Class A Ford Eligible Letter of Credit Provider the
Administrator shall direct the Trustee to, and the Trustee, acting in
accordance with the written instructions of the Administrator shall withdraw
from the Class A Ford Cash Collateral Account an amount equal to the stated
amount of such Class A Ford Letter of Credit and pay such amount to Ford.


 


(k)           Termination of Class A Cash
Collateral Accounts. (X)  On the
earlier of the termination of this Series Supplement in accordance with Section
6.13 of


 


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this Series Supplement and the Five-Year Notes Legal
Final Payment Date, the Trustee, acting in accordance with the written
instructions of the Administrator, shall withdraw from the Class A Ford Cash
Collateral Account and (i) pay to Ford an amount equal to the lesser of (x) the
Class A Available Ford Cash Collateral Account Amount and (y) the excess, if
any, of (A) the aggregate amount of Class A LOC Termination Disbursements
deposited into the Class A Ford Cash Collateral Account pursuant to Section
2.8(b) or Section 2.8(c) of this Series Supplement over (B) the
aggregate amount withdrawn from the Class A Ford Cash Collateral Account
pursuant to Section 2.3(e)(I)(Y) or Section 2.5(b)(ii) of this
Series Supplement that has not be reimbursed by HVF in accordance with Section
2.16 of this Series Supplement on or prior to such date, (ii) pay to Ford,
an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement
Obligations due and owing to Ford and (y) the excess, if any, of the Class A
Available Ford Cash Collateral Account Amount over the amount paid to Ford
pursuant to clause (i) above and (iii) pay to HVF, any funds remaining
in the Class A Ford Cash Collateral Account.


 


(Y)  Upon the
termination of this Series Supplement in accordance with its terms, the
Trustee, acting in accordance with the written instructions of the
Administrator, after the prior payment of all amounts due and owing to the
Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge
Provider and payable from the Class A Non-Ford Cash Collateral Account as
provided herein, shall withdraw from such Class A Non-Ford Cash Collateral
Account all amounts on deposit therein (to the extent not withdrawn pursuant to
Section 2.8(d) above) and shall pay such amounts, first, to Ford
to the extent that there are unpaid Ford Reimbursement Obligations due and
owing to Ford, second, only for so long as the Ford LOC Exposure Amount
is greater than zero, solely to the extent that after giving effect to any such
withdrawal, the Fleet Equity Condition would be satisfied, pro  rata
to the Class A Non-Ford Letter of Credit Providers, to the extent that there
are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford
Letter of Credit Providers, for application in accordance with the provisions
of the respective Class A Non-Ford Letters of Credit, and third, only
for so long as the Ford LOC Exposure Amount is greater than zero, solely to the
extent that after giving effect to any such withdrawal, the Fleet Equity
Condition would be satisfied, to HVF any remaining amounts.


 


Section 2.9.            Series 2005-1 Distribution
Account.


 


(a)           Establishment of Series 2005-1
Distribution Account. The Trustee shall establish and maintain in the name
of the Trustee for the benefit of the Series 2005-1 Noteholders, the Series
2005-1 Interest Rate Hedge Provider and Ford an account (the “Series 2005-1
Distribution Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2005-1
Noteholders, the Series 2005-1 Interest Rate Hedge Provider and Ford. The
Series 2005-1 Distribution Account shall be an Eligible Deposit Account. If the
Series 2005-1 Distribution Account is at any time no longer an Eligible Deposit
Account, HVF shall, within 10 Business Days of obtaining knowledge that the
Series 2005-1 Distribution Account is no longer an Eligible Deposit Account,
establish a new Series 2005-1 Distribution Account that is an Eligible Deposit
Account. If a new Series 2005-1


 


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Distribution Account is established, HVF shall
instruct the Trustee in writing to transfer all cash and investments from the
non-qualifying Series 2005-1 Distribution Account into the new Series 2005-1
Distribution Account. Initially, the Series 2005-1 Distribution Account will be
established with the Trustee.


 


(b)           Administration of the Series
2005-1 Distribution Account. The Administrator may instruct the institution
maintaining the Series 2005-1 Distribution Account in writing to invest funds
on deposit in the Series 2005-1 Distribution Account from time to time in
Permitted Investments; provided, however, that any such
investment shall mature not later than the Business Day prior to the Payment
Date following the date on which such funds were received (including funds
received upon a payment in respect of a Permitted Investment made with funds on
deposit in the Series 2005-1 Distribution Account), unless any Permitted
Investment held in the Series 2005-1 Distribution Account is held with the
Trustee, then such investment may mature on such Payment Date and such funds
shall be available for withdrawal on or prior to such Payment Date. All such
Permitted Investments will be credited to the Series 2005-1 Distribution
Account. HVF shall not direct the Trustee to dispose of (or permit the disposal
of) any Permitted Investments prior to the maturity thereof to the extent such
disposal would result in a loss of the initial purchase price of such Permitted
Investment. In the absence of written investment instructions hereunder, funds
on deposit in the Series 2005-1 Distribution Account shall remain uninvested.


 


(c)           Earnings from Series 2005-1
Distribution Account. All interest and earnings (net of losses and
investment expenses) paid on funds on deposit in the Series 2005-1 Distribution
Account shall be deemed to be on deposit and available for distribution.


 


(d)           Series 2005-1 Distribution Account
Constitutes Additional Collateral for Series 2005-1 Notes. In order to
secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2005-1 Notes, HVF hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2005-1 Noteholders and Ford, all of HVF’s right, title and
interest in and to the following (whether now or hereafter existing or
acquired):  (i) the Series 2005-1
Distribution Account, including any security entitlement thereto; (ii) all
funds on deposit therein from time to time; (iii) all certificates and instruments,
if any, representing or evidencing any or all of the Series 2005-1 Distribution
Account or the funds on deposit therein from time to time; (iv) all investments
made at any time and from time to time with monies in the Series 2005-1
Distribution Account, whether constituting securities, instruments, general
intangibles, investment property, financial assets or other property; (v) all
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
the Series 2005-1 Distribution Account, the funds on deposit therein from time
to time or the investments made with such funds; and (vi) all proceeds of any
and all of the foregoing, including, without limitation, cash (the items in the
foregoing clauses (i) through (vi) are referred to, collectively,
as the “Series 2005-1 Distribution Account Collateral”).


 


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Section 2.10.          Trustee as Securities Intermediary.


 


(a)           The Trustee or other Person holding
the Series 2005-1 Collection Account, the Series 2005-1 Excess Collection
Account, the Series 2005-1 Accrued Interest Account, the Class A Reserve
Account, the Class B Reserve Account, the Series 2005-1 Cash Collateral Account,
the Series 2005-1 Distribution Account or the Series 2005-1 Closing Account
(each a “Series 2005-1 Designated Account”) shall be the “Securities
Intermediary”. If the Securities Intermediary in respect of any Series 2005-1
Designated Account is not the Trustee, HVF shall obtain the express agreement
of such Person to the obligations of the Securities Intermediary set forth in
this Section 2.10.


 


(b)           The Securities Intermediary agrees
that:


 


(i)            The
Series 2005-1 Designated Accounts are accounts to which “financial assets”
within the meaning of Section 8-102(a)(9) (“Financial Assets”) of
the UCC in effect in the State of New York (the “New York UCC”) will be
credited;


 


(ii)           All
securities or other property underlying any Financial Assets credited to any
Series 2005-1 Designated Account shall be registered in the name of the
Securities Intermediary, indorsed to the Securities Intermediary or in blank or
credited to another securities account maintained in the name of the Securities
Intermediary and in no case will any Financial Asset credited to any Series
2005-1 Designated Account be registered in the name of HVF, payable to the
order of HVF or specially endorsed to HVF;


 


(iii)          All
property delivered to the Securities Intermediary pursuant to this Series Supplement
will be promptly credited to the appropriate Series 2005-1 Designated Account;


 


(iv)          Each
item of property (whether investment property, security, instrument or cash)
credited to a Series 2005-1 Designated Account shall be treated as a Financial
Asset;


 


(v)           If
at any time the Securities Intermediary shall receive any order from the
Trustee directing transfer or redemption of any Financial Asset relating to the
Series 2005-1 Designated Accounts, the Securities Intermediary shall comply
with such entitlement order without further consent by HVF or the
Administrator;


 


(vi)          The
Series 2005-1 Designated Accounts shall be governed by the laws of the State of
New York, regardless of any provision of any other agreement. For purposes of
the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction
and the Series 2005-1 Designated Accounts (as well as the “securities
entitlements” (as defined in Section 8-102(a)(17) of the


 


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New
York UCC) related thereto) shall be governed by the laws of the State of New
York;


 


(vii)         The
Securities Intermediary has not entered into, and until termination of this
Series Supplement, will not enter into, any agreement with any other Person
relating to the Series 2005-1 Designated Accounts and/or any Financial Assets
credited thereto pursuant to which it has agreed to comply with entitlement
orders (as defined in Section 8-102(a)(8) of the New York UCC) of such
other Person and the Securities Intermediary has not entered into, and until
the termination of this Series Supplement will not enter into, any agreement
with HVF purporting to limit or condition the obligation of the Securities
Intermediary to comply with entitlement orders as set forth in Section
2.10(b)(v) of this Series Supplement; and


 


(viii)        Except
for the claims and interest of the Trustee and HVF in the Series 2005-1
Designated Accounts, the Securities Intermediary knows of no claim to, or
interest, in the Series 2005-1 Designated Accounts or in any Financial Asset
credited thereto. If the Securities Intermediary has actual knowledge of the
assertion by any other person of any lien, encumbrance, or adverse claim
(including any writ, garnishment, judgment, warrant of attachment, execution or
similar process) against any Series 2005-1 Designated Account or in any
Financial Asset carried therein, the Securities Intermediary will promptly
notify the Trustee, the Administrator and HVF thereof.


 


(c)           The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Series
2005-1 Designated Accounts and in all proceeds thereof, and shall be the only
person authorized to originate entitlement orders in respect of the Series
2005-1 Designated Accounts.


 


Section 2.11.          Series 2005-1 Interest Rate Hedges.


 


(a)           On the Series 2005-1 Closing Date,
HVF shall acquire one or more interest rate caps or swaps, in form and
substance acceptable to the Insurer (each a “Series 2005-1 Interest Rate
Hedge”), from an Eligible Interest Rate Hedge Provider with funds available
to it. The aggregate initial notional amount of all Series 2005-1 Interest Rate
Hedges shall equal the sum of the Class A-1 Principal Amount, the Class A-2
Principal Amount, the Class A-4 Principal Amount, the Class B-1 Principal
Amount, the Class B-3 Principal Amount and the Class B-5 Principal Amount on
the Series 2005-1 Closing Date, and, thereafter, the aggregate notional amount
of all Series 2005-1 Interest Rate Hedges may be reduced pursuant to the
related Series 2005-1 Interest Rate Hedge but shall not at any time be less
than the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount,
the Class A-4 Principal Amount, the Class B-1 Principal Amount, the Class B-3
Principal Amount and the Class B-5 Principal Amount. The strike rate of each
Series 2005-1 Interest Rate Hedge in the form of a cap shall not be greater
than 4.87%. The fixed rate of each Series 2005-1 Interest Rate Hedge in the
form of a swap shall not be greater than 4.87%. HVF shall satisfy the Series
2005-1


 


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Rating Agency Condition and, so long as any Class A
Notes are Outstanding, obtain the consent of the Insurer (such consent not to
be unreasonably withheld or delayed) in connection with its acquisition of any
Series 2005-1 Interest Rate Hedge. The Series 2005-1 Interest Rate Hedge must
provide that (i) no payments from the Series 2005-1 Hedge Provider to HVF shall
be conditioned upon payment of amounts (other than the Monthly Hedge Payment)
due to such Series 2005-1 Interest Rate Hedge Provider from HVF, to the extent
that any such non-payment resulted solely from the Fleet Equity Condition
failing to be satisfied, (ii) the Series 2005-1 Interest Rate Hedge Provider
shall provide to the Insurer a copy of any notice of payment default delivered
to HVF, simultaneously with delivery of such notice to HVF and (iii) in the
event that HVF shall fail to pay any amounts due to the Series 2005-1 Hedge
Provider under such Series 2005-1 Interest Rate Hedge, the Insurer shall have
the right to make any such payment on behalf of HVF. For so long as an Interest
Rate Hedge Provider is not in default under its Series 2005-1 Interest Rate
Hedge and such Series 2005-1 Interest Rate Hedge continues to be in effect,
such Interest Rate Hedge Provider shall constitute an “Enhancement Provider”
with respect to the Series 2005-1 Notes for all purposes under the Indenture
and the other Related Documents, and each Series 2005-1 Interest Rate Hedge to
which such Interest Rate Hedge Provider is a party shall constitute an
“Enhancement Agreement” with respect to the Series 2005-1 Notes for all
purposes under the Base Indenture and the other Related Documents. Furthermore,
each Interest Rate Hedge Provider shall be deemed to be a “Secured Party” under
the Base Indenture and the Related Documents to the extent of amounts payable
to each such Interest Rate Hedge Provider pursuant to this Series Supplement.


 


(b)           If, at any time, an Interest Rate
Hedge Provider is not an Eligible Interest Rate Hedge Provider, then HVF shall
cause such Interest Rate Hedge Provider within 30 days following such
occurrence, at such Interest Rate Hedge Provider’s expense, to do one of the following:  (i) obtain a replacement interest rate cap or
swap on the same terms as the Series 2005-1 Interest Rate Hedge to which such
Interest Rate Hedge Provider is a party (or with such modifications as are
acceptable to the Rating Agencies and the Insurer) from an Eligible Interest
Rate Hedge Provider and simultaneously with such replacement HVF shall
terminate the Series 2005-1 Interest Rate Hedge being replaced, (ii) obtain a
guaranty from, or contingent agreement of (in each case, in form and substance
acceptable to the Insurer), another person who qualifies as an Eligible
Interest Rate Hedge Provider to honor such Interest Rate Hedge Provider’s
obligations under its Series 2005-1 Interest Rate Hedge in accordance with its
terms and written confirmation from Standard & Poor’s and Moody’s that the
substantive terms of the guaranty agreement are sufficient to maintain or
restore the immediately prior Shadow Rating, (iii) post collateral pursuant to
and in accordance with its Series 2005-1 Interest Rate Hedge, or (iv) enter
into any arrangement satisfactory to Standard & Poor’s, Moody’s and, so
long as the Class A Notes are Outstanding, the Insurer, which approval of the Insurer, during any period when
an Insurer Default is continuing, shall not be unreasonably withheld or
delayed, which is sufficient to maintain or restore the immediately prior
Shadow Rating. If HVF is unable to cause such Interest Rate Hedge Provider to
take any of the actions described in clauses (i), (ii), (iii)
or (iv) of the


 


123





















 


preceding sentence after making commercially
reasonable efforts, (I) HVF will obtain a replacement Series 2005-1 Interest
Rate Hedge at the expense of the replaced Interest Rate Hedge Provider or, if
the replaced Interest Rate Hedge Provider fails to make such payment, at the
expense of HVF (in which event, such amount will be considered Carrying Charges
and paid solely from Interest Collections available pursuant to Section
2.3(h) of this Series Supplement) and (II) to the extent that HVF does not
obtain a replacement Series 2005-1 Interest Rate Hedge, the Insurer shall be
deemed to have been materially and adversely effected. HVF must cause each
Series 2005-1 Interest Rate Hedge to provide that if the Interest Rate Hedge
Provider is required to take any of the actions described in clauses (i),
(ii), or (iv) above and such action is not taken within 30 days,
then the Interest Rate Hedge Provider must, until a replacement Series 2005-1
Interest Rate Hedge is executed and in effect, collateralize its obligations as
required under clause (iii) above. Each Series 2005-1 Noteholder by its
acceptance of a Series 2005-1 Note hereby acknowledges and agrees, and directs
the Trustee to acknowledge and agree, and the Trustee, at such direction,
hereby acknowledges and agrees, that any collateral posted by an Interest Rate
Hedge Provider pursuant to clause (iii) above (A) is collateral solely
for the obligations of such Interest Rate Hedge Provider under its Series
2005-1 Interest Rate Hedge, (B) does not constitute collateral for the Series
2005-1 Notes (provided that in order to secure and provide for the payment of
the Note Obligations with respect to the Series 2005-1 Notes, HVF has pledged
each Series 2005-1 Interest Rate Hedge and its security interest in any
collateral posted in connection therewith as collateral for the Series 2005-1
Notes), and (C) will in no event be available to satisfy any obligations of HVF
hereunder or otherwise unless and until such Interest Rate Hedge Provider
defaults in its obligations under its Series 2005-1 Interest Rate Hedge and
such collateral is applied in accordance with the terms of such Series 2005-1
Interest Rate Hedge to satisfy such defaulted obligations of such Interest Rate
Hedge Provider.


 


(c)           If the long-term senior unsecured
debt rating of an Interest Rate Hedge Provider, or the Person that guarantees
all of the Interest Rate Hedge Provider’s obligations under its Series 2005-1
Interest Rate Hedge, is withdrawn or falls to or below “Baa1” by Moody’s or to
or below “BBB+” by Standard & Poor’s, then the Insurer may terminate such
Interest Rate Hedge Provider’s Series 2005-1 Interest Rate Hedge if, after 10
Business Days after the occurrence of such rating withdrawal or fall, the
Interest Rate Hedge Provider has not, at its own expense, (i) obtained a
replacement interest rate swap or cap on the same terms as the Series 2005-1
Interest Rate Hedge (or with such modifications as are acceptable to the Rating
Agencies and the Insurer) provided by such Interest Rate Hedge Provider from an
Eligible Interest Rate Hedge Provider and simultaneously with such replacement
terminated the Series 2005-1 Interest Rate Hedge being replaced or (ii) entered
into any arrangement satisfactory to S&P, Moody’s and, so long as the Class
A Notes are outstanding, the Insurer, which approval of the Insurer, during any
period when an Insurer Default is continuing, will not have been unreasonably
withheld or delayed, which was sufficient to maintain or restore the
immediately prior Shadow Rating.


 


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(d)           To secure payment of the Note
Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a
security interest in, and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-1 Noteholders and the Insurer,
all of HVF’s right, title and interest, whether now or hereafter existing or
acquired, in the Series 2005-1 Interest Rate Hedges and all proceeds thereof. HVF
shall require all proceeds of the Series 2005-1 Interest Rate Hedges to be
paid, and the Trustee shall allocate, all proceeds of the Series 2005-1
Interest Rate Hedges to the Series 2005-1 Accrued Interest Account or the
Series 2005-1 Collection Account.


 


Section 2.12.          Series 2005-1 Demand Note
Constitutes Additional Collateral for Series 2005-1 Notes.


 


(a)           In order to secure and provide for
the repayment and payment of the Note Obligations with respect to the Series
2005-1 Notes, HVF hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Trustee, for the benefit of the Series
2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider,
all of HVF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired):  (i) the
Series 2005-1 Demand Note; (ii) all certificates and instruments, if any,
representing or evidencing the Series 2005-1 Demand Note; and (iii) all
proceeds of any and all of the foregoing, including, without limitation, cash. On
the date hereof, HVF shall deliver to the Trustee, for the benefit of the
Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge
Provider, the Series 2005-1 Demand Note, endorsed in blank. The Trustee, for
the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each
Interest Rate Hedge Provider, shall be the only Person authorized to make a
demand for payment on the Series 2005-1 Demand Note.


 


(b)           Other than pursuant to a payment made
upon a demand thereon by the Trustee, HVF shall not reduce the amount of the
Series 2005-1 Demand Note or forgive amounts payable thereunder so that the
outstanding principal amount of the Series 2005-1 Demand Note after such
reduction or forgiveness is less than the sum of the Class A Letter of Credit
Liquidity Amount and the Class B Letter of Credit Liquidity Amount. HVF shall
not agree, to any amendment of the Series 2005-1 Demand Note without first
satisfying the Series 2005-1 Rating Agency Condition.


 


(c)           HVF agrees that on the Series 2005-1
Closing Date it will have capitalization in an amount equal to or greater than
4.17% of the sum of (i) the outstanding principal amount of the Series 2004-1
Rental Car Asset Backed Notes, (ii) the Series 2005-1 Principal Amount, (iii)
the outstanding principal amount of the Series 2005-2 Notes, (iv) the maximum
outstanding principal amount of the Series 2005-3 Notes and (v) the maximum
outstanding principal amount of the Series 2005-4 Notes.


 


(d)           Upon the occurrence and during the
continuance of an Amortization Event with respect to the Series 2005-1 Notes,
the Trustee may and, at the written direction of the Insurer or the Series
2005-1 Noteholders holding more than 50%


 


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of the Controlling Class shall, make one or more
demands (each a “Demand Notice”) on Hertz for payment under the Series
2005-1 Demand Note, in each case, in an amount equal to the lesser of (i) the
principal amount of the Series 2005-1 Demand Note and (ii) on any Business Day,
(A) prior to the second Business Day immediately preceding the Three-Year Notes
Legal Final Payment Date, the amount of any Principal Deficit Amount on such
date, (B) on or after the second Business Day immediately preceding the
Three-Year Notes Legal Final Payment Date but prior to the second Business Day
immediately preceding the Four-Year Notes Legal Final Payment Date, the greater
of (x) the Principal Deficit Amount on such date and (y) the sum of the Class
A-1 Principal Amount, the Class B-1 Principal Amount and the Class B-2
Principal Amount (on or prior to the Three-Year Notes Legal Final Payment Date,
calculated after giving effect to the distribution of all amounts on account of
principal that will be available to be distributed to the Class A-1 Noteholders
(other than under the Insurance Policy) and the Class B-1 Noteholders and the
Class B-2 Noteholders in accordance with this Series Supplement on the
Three-Year Notes Legal Final Payment Date (including, but not limited to,
amounts to be withdrawn from the Class A Reserve Account and the Class B
Reserve Account pursuant to Section 2.5(c) of this Series Supplement)),
(C) on or after the second Business Day immediately preceding the Four-Year
Notes Legal Final Payment Date but prior to the second Business Day immediately
preceding the Five-Year Notes Legal Final Payment Date, the greater of (x) the
Principal Deficit Amount on such date and (y) the sum of the Class A-2
Principal Amount, the Class A-3 Principal Amount, the Class B-3 Principal
Amount and the Class B-4 Principal Amount (on or prior to the Four-Year Notes
Legal Final Payment Date, calculated after giving effect to the distribution of
all amounts on account of principal that will be available to be distributed to
the Class A-2 Noteholders and the Class A-3 Noteholders (other than under the
Insurance Policy) and the Class B-3 Noteholders and the Class B-4 Noteholders
in accordance with this Series Supplement on the Four-Year Notes Legal Final
Payment Date (including, but not limited to, amounts to be withdrawn from the
Class A Reserve Account and the Class B Reserve Account pursuant to Section
2.5(c) of this Series Supplement)), and (D) on or after the second Business
Day immediately preceding the Five-Year Notes Legal Final Payment Date, the
Series 2005-1 Principal Amount (on or prior to the Five-Year Notes Legal Final
Payment Date, calculated after giving effect to the distribution of all amounts
that will be available to be distributed to the Class A-4 Noteholders and the
Class A-5 Noteholders (other than under the Insurance Policy) and the Class B-5
Noteholders and the Class B-5 Noteholders in accordance with this Series
Supplement on the Five-Year Notes Legal Final Payment Date (including, but not
limited to, amounts to be withdrawn from the Class A Reserve Account and the
Class B Reserve Account pursuant to Section 2.5(c) of this Series
Supplement)). The Trustee shall cause the proceeds of any demand on the Series
2005-1 Demand Note to be deposited into the Series 2005-1 Distribution Account,
and such proceeds shall be treated as Principal Collections for all purposes
hereunder. If (i) the Trustee shall have made such a Demand Notice and Hertz
shall have failed to pay to the Trustee or deposit into the Series 2005-1
Distribution Account the amount specified in such Demand Notice in whole or in
part by 12:00 noon (New York City time) on the Business Day following the
making of the Demand Notice or (ii) due to the occurrence of an Event of
Bankruptcy (or the


 


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occurrence of an event described in clause (a)
of the definition thereto, without the lapse of a period of 60 consecutive
days) with respect to Hertz, the Trustee shall not have delivered such Demand
Notice to Hertz, the Trustee shall draw on:


 


(X) the Class B Non-Ford Letters of Credit, if any, by
12:00 p.m. (New York City time) on such Business Day an amount equal to the
least of: (A) the amount that Hertz failed to pay under the Series 2005-1
Demand Note (or the amount that the Trustee failed to demand for payment
thereunder);


 


(B)           the Class B Non-Ford Letter of Credit
Amount on such Business Day; and


 


(C)           on any Business Day:


 


(i)            other
than the Business Day immediately preceding a Legal Final Payment Date, the
Principal Deficit Amount on such Business Day;


 


(ii)           on
the Business Day immediately preceding the Three-Year Notes Legal Final Payment
Date, the sum of (x) the greater of the Principal Deficit Amount on such date
and the sum of the Class A-1 Principal Amount, the Class B-1 Principal Amount
and the Class B-2 Principal Amount on such Business Day and (y) the lesser of
(1) the amount by which the Class B Liquidity Amount (after giving effect to
any withdrawals to be made from the Class B Reserve Account pursuant to Section
2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and
any drawings to be made under the Class B Letters of Credit pursuant to Section
2.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final
Payment Date) will exceed the Class B Required Liquidity Amount (after giving
effect to all anticipated reductions in the Class B Principal Amount on the
Three-Year Notes Legal Final Payment Date) and (2) an amount equal to the
excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of
(I) the date of the first occurrence of a Series 2005-1 Lease Interest Payment
Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting
from a failure to pay Rent or any other amount payable by the Lessee under the
HVF Lease that is cured in full on or prior to the fifth Business Day after the
occurrence of such failure) and (II) the Three-Year Notes Legal Final Payment
Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final
Payment Date, of all withdrawals from the Class B Reserve Account made since
the date set forth in clause (a) of this subparagraph (C)(ii) or
to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant
to Section 2.3(d)(ii) of this Series Supplement and all drawings made
since such date or to be made in respect of the Three-Year Notes Legal Final
Payment Date under the Class B Letters of Credit pursuant to Section
2.3(e)(II) of this Series Supplement; provided, however, that
any such withdrawals from the Class B Reserve Account and/or drawings made
under the Class B Letters of Credit on account of a Series 2005-1 Lease
Interest Payment Deficit resulting from a failure to pay Rent or other amount
payable by the Lessee under the HVF Lease that is cured in full on


 


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or
prior to the fifth Business Day after the occurrence of such failure shall be
excluded from this clause (b);


 


(iii)          on
the Business Day immediately preceding the Four-Year Notes Legal Final Payment
Date, the sum of (x) the greater of the Principal Deficit Amount on such date
and the sum of the Class A-2 Principal Amount, the Class A-3 Principal Amount,
the Class B-3 Principal Amount and the Class B-4 Principal Amount on such
Business Day and (y) the lesser of (1) the amount by which the Class B
Liquidity Amount (after giving effect to any withdrawals to be made from the
Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section
2.5(b)(i)(A) of this Series Supplement and any drawings to be made under
the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this
Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed
the Class B Required Liquidity Amount (after giving effect to all anticipated
reductions in the Class B Principal Amount on the Four-Year Notes Legal Final
Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class B
Required Liquidity Amount on the earlier of (I) the date of the first
occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any
Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay
Rent or any other amount payable by the Lessee under the HVF Lease that is
cured in full on or prior to the fifth Business Day after the occurrence of
such failure) and (II) the Four-Year Notes Legal Final Payment Date over (b)
the aggregate amount, as of the Four-Year Notes Legal Final Payment Date, of
all withdrawals from the Class B Reserve Account made since the date set forth
in clause (a) of this subparagraph (C)(iii) or to be made in
respect of the Four-Year Notes Legal Final Payment Date pursuant to Section
2.3(d)(ii) of this Series Supplement and all drawings made since such date
or to be made in respect of the Four-Year Notes Legal Final Payment Date under
the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this
Series Supplement; provided, however, that any such withdrawals
from the Class B Reserve Account and/or drawings made under the Class B Letters
of Credit on account of a Series 2005-1 Lease Interest Payment Deficit
resulting from a failure to pay Rent or other amount payable by the Lessee
under the HVF Lease that is cured in full on or prior to the fifth Business Day
after the occurrence of such failure shall be excluded from this clause (b);
and


 


(iv)          on
the Business Day immediately preceding the Five-Year Notes Legal Final Payment
Date, the sum of (x) the greater of the Principal Deficit Amount on such date
and the sum of the Class A-4 Principal Amount, the Class A-5 Principal Amount,
the Class B-5 Principal Amount and the Class B-6 Principal Amount on such
Business Day and (y) an amount equal to the excess, if any, of (a) the Class B
Required Liquidity Amount on the earlier of (I) the date of the first
occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any
Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay
Rent or any other amount payable by the Lessee under the HVF Lease that is
cured in full on or prior to the fifth Business Day after the occurrence of
such


 


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failure)
and (II) the Five-Year Notes Legal Final Payment Date over (b) the aggregate
amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals
from the Class B Reserve Account made since the date set forth in clause (a)
of this subparagraph (C)(iv) or to be made in respect of the Five-Year
Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this
Series Supplement and all drawings made since such date or to be made in
respect of the Five-Year Notes Legal Final Payment Date under the Class B
Letters of Credit pursuant to Section 2.3(e)(II) of this Series
Supplement; provided, however, that any such withdrawals from the
Class B Reserve Account and/or drawings made under the Class B Letters of
Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting
from a failure to pay Rent or other amount payable by the Lessee under the HVF
Lease that is cured in full on or prior to the fifth Business Day after the
occurrence of such failure shall be excluded from this clause (b);


 


by presenting to each Class B Non-Ford Letter of
Credit Provider a draft accompanied by a Class B Certificate of Unpaid Demand
Note Demand; provided, however that if the Class B Non-Ford Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Class B Non-Ford Cash Collateral Account and deposit in the Series
2005-1 Distribution Account an amount equal to the lesser of (x) the Class B
Non-Ford Cash Collateral Percentage on such Business Day of the least of the
amounts set forth in clause (A), (B) or (C) above and (y)
the Class B Available Non-Ford Cash Collateral Account Amount on such Business
Day and draw an amount equal to the remainder of such amount on the Class B
Non-Ford Letters of Credit; and


 


(Y) the Class A Non-Ford Letters of Credit, if any, by
12:00 p.m. (New York City time) on such Business Day an amount equal to the
least of:


 


(A)          the excess of the amount that Hertz
failed to pay under the Series 2005-1 Demand Note (or the amount that the
Trustee failed to demand for payment thereunder) over the aggregate amount of
any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from
the Class B Non-Ford Cash Collateral Account pursuant to clause (X)
above on such Business Day;


 


(B)           the Class A Non-Ford Letter of Credit
Amount on such Business Day; and


 


(C)           on any Business Day:


 


(i)            other
than the Business Day immediately preceding a Legal Final Payment Date, the
excess of the Principal Deficit Amount on such Business Day over the aggregate
amount of any draws under the Class B Non-Ford Letter of Credit and/or
withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause
(X) above on such Business Day;


 


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(ii)           on
the Business Day immediately preceding the Three-Year Notes Legal Final Payment
Date, the sum of (x) the excess of the greater of the Principal Deficit Amount
and the sum of the Class A-1 Principal Amount, the Class B-1 Principal Amount
and the Class B-2 Principal Amount on such Business Day over the aggregate
amount of any draws under the Class B Non-Ford Letter of Credit and/or
withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause
(X) above on such Business Day and (y) the lesser of (1) the amount by
which the Class A Liquidity Amount (after giving effect to any withdrawals to
be made from the Class A Reserve Account pursuant to Section 2.3(d)(i)
and Section 2.5(b)(i)(B) of this Series Supplement and any drawings to
be made under the Class A Letters of Credit pursuant to Section 2.3(e)(I)
of this Series Supplement on the Three-Year Notes Legal Final Payment Date)
will exceed the Class A Required Liquidity Amount (after giving effect to all
anticipated reductions in the Class A Principal Amount on the Three-Year Notes
Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a)
the Class A Required Liquidity Amount on the earlier of (I) the date of the
first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than
any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to
pay Rent or any other amount payable by the Lessee under the HVF Lease that is
cured in full on or prior to the fifth Business Day after the occurrence of
such failure) and (II) the Three-Year Notes Legal Final Payment Date over (b)
the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of
all withdrawals from the Class A Reserve Account made since the date set forth
in clause (a) of this subparagraph (C)(ii) or to be made in
respect of the Three-Year Notes Legal Final Payment Date pursuant to Section
2.3(d)(i) of this Series Supplement and all drawings made since such date
or to be made in respect of the Three-Year Notes Legal Final Payment Date under
the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this
Series Supplement; provided, however, that any such withdrawals
from the Class A Reserve Account and/or drawings made under the Class A Letters
of Credit on account of a Series 2005-1 Lease Interest Payment Deficit
resulting from a failure to pay Rent or other amount payable by the Lessee
under the HVF Lease that is cured in full on or prior to the fifth Business Day
after the occurrence of such failure shall be excluded from this clause (b);


 


(iii)          on
the Business Day immediately preceding the Four-Year Notes Legal Final Payment
Date, the sum of (x) the excess of the greater of the Principal Deficit Amount
and the sum of the Class A-2 Principal Amount, the Class A-3 Principal Amount,
the Class B-3 Principal Amount and the Class B-4 Principal Amount on such
Business Day over the aggregate amount of any draws under the Class B Non-Ford
Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral
Account pursuant to clause (X) above on such Business Day and (y) the
lesser of (1) the amount by which the Class A Liquidity Amount (after giving
effect to any withdrawals to be made from the Class A Reserve Account pursuant
to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series
Supplement and any drawings to be made under the Class A Letters of Credit


 


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pursuant
to Section 2.3(e)(I) of this Series Supplement on the Four-Year Notes
Legal Final Payment Date) will exceed the Class A Required Liquidity Amount
(after giving effect to all anticipated reductions in the Class A Principal
Amount on the Four-Year Notes Legal Final Payment Date) and (2) an amount equal
to the excess, if any, of (a) the Class A Required Liquidity Amount on the
earlier of (I) the date of the first occurrence of a Series 2005-1 Lease
Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment
Deficit resulting from a failure to pay Rent or any other amount payable by the
Lessee under the HVF Lease that is cured in full on or prior to the fifth
Business Day after the occurrence of such failure) and (II) the Four-Year Notes
Legal Final Payment Date over (b) the aggregate amount, as of the Four-Year
Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve
Account made since the date set forth in clause (a) of this subparagraph
(C)(iii) or to be made in respect of the Four-Year Notes Legal Final
Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and
all drawings made since such date or to be made in respect of the Four-Year
Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section
2.3(e)(I) of this Series Supplement; provided, however, that
any such withdrawals from the Class A Reserve Account and/or drawings made
under the Class A Letters of Credit on account of a Series 2005-1 Lease
Interest Payment Deficit resulting from a failure to pay Rent or other amount
payable by the Lessee under the HVF Lease that is cured in full on or prior to
the fifth Business Day after the occurrence of such failure shall be excluded
from this clause (b); and


 


(iv)          on
the Business Day immediately preceding the Five-Year Notes Legal Final Payment
Date, the sum of (x) the excess of the greater of the Principal Deficit Amount
and the sum of the Class A-4 Principal Amount, the Class A-5 Principal Amount,
the Class B-5 Principal Amount and the Class B-6 Principal Amount on such
Business Day over the aggregate amount of any draws under the Class B Non-Ford
Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral
Account pursuant to clause (X) above on such Business Day and (y) an
amount equal to the excess, if any, of (a) the Class A Required Liquidity
Amount on the earlier of (I) the date of the first occurrence of a Series
2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease
Interest Payment Deficit resulting from a failure to pay Rent or any other
amount payable by the Lessee under the HVF Lease that is cured in full on or
prior to the fifth Business Day after the occurrence of such failure) and (II)
the Five-Year Notes Legal Final Payment Date over (b) the aggregate amount, as
of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class
A Reserve Account made since the date set forth in clause (a) of this subparagraph
(C)(iv) or to be made in respect of the Five-Year Notes Legal Final Payment
Date pursuant to Section 2.3(d)(i) of this Series Supplement and all
drawings made since such date or to be made in respect of the Five-Year Notes
Legal Final Payment Date under the Class A Letters of Credit pursuant to Section
2.3(e)(I) of this Series Supplement; provided, however, that
any such withdrawals from the


 


131





















 


Class
A Reserve Account and/or drawings made under the Class A Letters of Credit on
account of a Series 2005-1 Lease Interest Payment Deficit resulting from a
failure to pay Rent or other amount payable by the Lessee under the HVF Lease
that is cured in full on or prior to the fifth Business Day after the
occurrence of such failure shall be excluded from this clause (b); and


 


by presenting to each Class A Non-Ford Letter of
Credit Provider a draft accompanied by a Class A Certificate of Unpaid Demand
Note Demand; provided, however that if the Class A Non-Ford Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Class A Non-Ford Cash Collateral Account and deposit in the Series
2005-1 Distribution Account an amount equal to the lesser of (x) the Class A
Non-Ford Cash Collateral Percentage on such Business Day of the least of the
amounts set forth in clause (A), (B) or (C) above and (y)
the Class A Available Non-Ford Cash Collateral Account Amount on such Business
Day and draw an amount equal to the remainder of such amount on the Class A
Non-Ford Letters of Credit. The Trustee shall deposit, or cause the deposit of,
the proceeds of any such draw on the Class A Non-Ford Letters of Credit and the
proceeds of any such withdrawal from the Class A Non-Ford Cash Collateral
Account and any draw on the Class B Non-Ford Letters of Credit and the proceeds
of any such withdrawal from the Class B Non-Ford Cash Collateral Account, into
the Series 2005-1 Collection Account and such proceeds shall be treated as
Principal Collections for the Related Month.


 


Section 2.13.          Class B Reserve Account.


 


(a)           Establishment of Class B Reserve
Account. On or prior to the first Series 2005-1 Class B Notes Closing Date,
HVF shall establish and maintain in the name of the Trustee for the benefit of
the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider an
account (the “Class B Reserve Account”), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider. The
Class B Reserve Account shall be an Eligible Deposit Account. If the Class B
Reserve Account is at any time following such initial Series 2005-1 Class B
Notes Closing Date no longer an Eligible Deposit Account, HVF shall, within 10
Business Days of obtaining knowledge that the Class B Reserve Account is no
longer an Eligible Deposit Account, establish a new Class B Reserve Account
that is an Eligible Deposit Account. If a new Class B Reserve Account is
established, HVF shall instruct the Trustee in writing to transfer all cash and
investments from the non-qualifying Class B Reserve Account into the new Class
B Reserve Account. Initially, the Class B Reserve Account will be established
with the Trustee.


 


(b)           Administration of the Class B
Reserve Account. HVF may instruct (by standing instructions or otherwise)
the institution maintaining the Class B Reserve Account to invest funds on
deposit in the Class B Reserve Account from time to time in Permitted
Investments; provided, however, that any such investment shall
mature not later than the Business Day prior to the first Payment Date
following the date on which such funds were received (including funds received
upon a payment in respect of a


 


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Permitted Investment made with funds on deposit in the
Class B Reserve Account), unless any Permitted Investment held in the Class B
Reserve Account is held with the Trustee, then such investment may mature on
such Payment Date so long as such funds shall be available for withdrawal on or
prior to such Payment Date. HVF shall not direct the Trustee to dispose of (or
permit the disposal of) any Permitted Investments prior to the maturity thereof
to the extent such disposal would result in a loss of the initial purchase
price of such Permitted Investment. In the absence of written investment
instructions hereunder, funds on deposit in the Class B Reserve Account shall
remain uninvested.


 


(c)           Earnings from Class B Reserve
Account. All interest and earnings (net of losses and investment expenses)
paid on funds on deposit in the Class B Reserve Account shall be deemed to be
on deposit therein and available for distribution.


 


(d)           Class B Reserve Account
Constitutes Additional Collateral for Series 2005-1 Notes. In order to
secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2005-1 Notes, HVF hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge
Provider, all of HVF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired):  (i) the Class B Reserve Account, including
any security entitlement thereto; (ii) all funds on deposit therein from time
to time; (iii) all certificates and instruments, if any, representing or
evidencing any or all of the Class B Reserve Account or the funds on deposit
therein from time to time; (iv) all investments made at any time and from time
to time with monies in the Class B Reserve Account, whether constituting
securities, instruments, general intangibles, investment property, financial
assets or other property; (v) all interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for the Class B Reserve Account, the funds on
deposit therein from time to time or the investments made with such funds; and
(vi) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (i) through (vi)
are referred to, collectively, as the “Class B Reserve Account Collateral”).


 


(e)           Class B Reserve Account Surplus.
In the event that the Class B Reserve Account Surplus on any Payment Date is
greater than zero, the Trustee, acting in accordance with the written
instructions of the Administrator, shall withdraw from the Class B Reserve
Account an amount equal to the Class B Reserve Account Surplus and (i) pay to
Ford, the lesser of (x) such Class B Reserve Account Surplus and (y) all unpaid
Ford Reimbursement Obligations and (ii) only for so long as the Ford LOC
Exposure Amount is greater than zero, solely to the extent that after giving
effect to such payment the Fleet Equity Condition would be satisfied, (A) pay
to each Interest Rate Hedge Provider on a pro  rata basis the
lesser of (x) the excess of such Class B Reserve Account Surplus over the
amounts paid pursuant to clause (i) above and (y) all amounts then due
and owing to each such Interest Rate Hedge Provider under its Series 2005-1
Interest Rate Hedge and (B) pay to HVF any portion of such Class B Reserve
Account Surplus remaining after any required payments pursuant to clauses
(i) and (ii)(A) above.


 


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(f)            Termination of Class B Reserve
Account. On or after the date on which the Class B Notes are fully paid,
each Interest Rate Hedge Provider has been paid all amounts due and owing to it
from HVF under its Series 2005-1 Interest Rate Hedge and Ford has been paid all
unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with
the written instructions of the Administrator, shall withdraw from the Class B
Reserve Account, only for so long as the Ford LOC Exposure Amount is greater
than zero, solely to the extent that after giving effect to such payment the
Fleet Equity Condition would be satisfied, all remaining amounts on deposit
therein for payment to HVF.


 


Section 2.14.          Class B Letters of Credit and Class
B Cash Collateral Account.


 


(a)           (I) Class B Ford Cash
Collateral Account Constitutes Additional Collateral for Series 2005-1 Notes.
In order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-1 Noteholders, Ford and each
Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to
the following (whether now or hereafter existing or acquired):  (i) the Class B Ford Cash Collateral Account,
including any security entitlement thereto; (ii) all funds on deposit in the
Class B Ford Cash Collateral Account from time to time; (iii) all certificates
and instruments, if any, representing or evidencing any or all of the Class B
Ford Cash Collateral Account or the funds on deposit therein from time to time;
(iv) all investments made at any time and from time to time with monies in the
Class B Ford Cash Collateral Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Class B Ford Cash Collateral Account, the
funds on deposit therein from time to time or the investments made with such
funds; and (vi) all proceeds of any and all of the foregoing, including,
without limitation, cash (the items in the foregoing clauses (i) through
(vi) are referred to, collectively, as the “Class B Ford Cash
Collateral Account Collateral”).


 


(II)           Class
B Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series
2005-1 Notes. In order to secure and provide for the repayment and payment
of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby
grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2005-1 Noteholders, Ford and
each Interest Rate Hedge Provider, all of HVF’s right, title and interest in
and to the following (whether now or hereafter existing or acquired):  (i) the Class B Non-Ford Cash Collateral
Account, including any security entitlement thereto; (ii) all funds on deposit
in the Class B Non-Ford Cash Collateral Account from time to time; (iii) all
certificates and instruments, if any, representing or evidencing any or all of
the Class B Non-Ford Cash Collateral Account or the funds on deposit therein
from time to time; (iv) all investments made at any time and from time to time
with monies in the Class B Non-Ford Cash


 


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Collateral Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Class B Non-Ford Cash Collateral Account, the
funds on deposit therein from time to time or the investments made with such
funds; and (vi) all proceeds of any and all of the foregoing, including,
without limitation, cash (the items in the foregoing clauses (i) through
(vi) are referred to, collectively, as the “Class B Non-Ford Cash
Collateral Account Collateral”).


 


(b)           Class B Letter of Credit
Expiration Date. If prior to the date which is sixteen (16) Business Days
prior to the then scheduled Class B Letter of Credit Expiration Date with
respect to any Class B Letter of Credit, excluding the amount available to be
drawn under such Class B Letter of Credit but taking into account each
substitute Class B Letter of Credit which has been obtained from a Class B
Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit
Provider, as applicable, and is in full force and effect on such date, (i) the
Class A Adjusted Enhancement Amount would be equal to or greater than the Class
A Required Enhancement Amount, (ii) the Class B Enhancement Amount would be
equal to or greater than the Class B Required Enhancement Amount, (iii) the
Class B Liquidity Amount would be equal to or greater than the Class B Required
Liquidity Amount or (iv) if the expiring Class B Letter of Credit is a Class B
Non-Ford Letter of Credit, the sum of the Class A Non-Ford Letter of Credit
Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount
would be equal to or greater than the Series 2005-1 Demand Note Payment Amount,
then the Administrator shall notify the Trustee in writing no later than
fifteen (15) Business Days prior to such Class B Letter of Credit Expiration
Date of such determination. If prior to the date which is sixteen (16) Business
Days prior to the then scheduled Class B Letter of Credit Expiration Date with
respect to any Class B Letter of Credit, excluding such Class B Letter of
Credit but taking into account any substitute Class B Letter of Credit which
has been obtained from a Class B Eligible Letter of Credit Provider or a Class
B Eligible Ford Letter of Credit Provider, as applicable, and is in full force
and effect on such date, (i) the Class A Adjusted Enhancement Amount would
be less than the Class A Required Enhancement Amount, (ii) the Class B Adjusted
Enhancement Amount would be less than the Class B Required Enhancement Amount,
(iii) the Class B Adjusted Liquidity Amount would be less than the Class B
Required Liquidity Amount or (iv) if the expiring Class B Letter of Credit is a
Class B Non-Ford Letter of Credit, the sum of the Class A Non-Ford Letter of
Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity
Amount would be less than the Series 2005-1 Demand Note Payment Amount, then
the Administrator shall notify the Trustee in writing no later than fifteen
(15) Business Days prior to such Class B Letter of Credit Expiration Date of
(x) the greatest of (A) the excess, if any, of the Class A Required Enhancement
Amount over the Class A Adjusted Enhancement Amount, excluding such Class B
Letter of Credit but taking into account any substitute Class B Letter of
Credit which has been obtained from a Class B Eligible Letter of Credit
Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable,
and is in full force and effect on such date, (B) the excess, if any, of the
Class B Required


 


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Enhancement Amount over the Class B Adjusted
Enhancement Amount, excluding such Class B Letter of Credit but taking into
account any substitute Class B Letter of Credit which has been obtained from a
Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of
Credit Provider, as applicable, and is in full force and effect on such date,
(C) the excess, if any, of the Class B Required Liquidity Amount over the Class
B Adjusted Liquidity Amount, excluding such Class B Letter of Credit but taking
into account each substitute Class B Letter of Credit which has been obtained
from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford
Letter of Credit Provider, as applicable, and is in full force and effect on
such date, and (D) solely with respect to a Class B Non-Ford Letter of Credit,
the excess, if any, of the Series 2005-1 Demand Note Payment Amount over the
sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B
Non-Ford Letter of Credit Liquidity Amount, excluding such Class B Non-Ford
Letter of Credit but taking into account each substitute Class B Non-Ford
Letter of Credit which has been obtained from a Class B Eligible Letter of
Credit Provider and is in full force and effect on such date and (y) the amount
available to be drawn on such expiring Class B Letter of Credit on such date. Upon
receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City
time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City
time) on such Business Day (or, in the case of any notice given to the Trustee
after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on
the next following Business Day), draw the lesser of the amounts set forth in clauses
(x) and (y) above on such Class B Letter of Credit by presenting a
draft accompanied by a Class B Certificate of Termination Demand and shall
cause the Class B LOC Termination Disbursements to be deposited in the Class B
Non-Ford Cash Collateral Account, in the case of a Class B LOC Termination
Disbursement under a Class B Non-Ford Letter of Credit, and the Class B Ford
Cash Collateral Account, in the case of a Class B LOC Termination Disbursement
under a Class B Ford Letter of Credit. If
the Trustee does not receive the notice from the Administrator described above
on or prior to the date that is fifteen (15) Business Days prior to each Class
B Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York
City time) on such Business Day draw the full amount of such Class B Letter of
Credit by presenting a draft accompanied by a Class B Certificate of
Termination Demand and shall cause the Class B LOC Termination Disbursements to
be deposited in the applicable Class B Cash Collateral Account.


 


(c)           Class B Letter of Credit Providers.
The Administrator shall notify the Trustee and Fitch in writing within one
Business Day of becoming aware that the short-term debt credit rating of any
Class B Letter of Credit Provider has fallen below “A-1” as determined by
Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt
credit rating of any Class B Letter of Credit Provider has fallen below “A+” as
determined by Standard & Poor’s or “A1” as determined by Moody’s (with respect
to any Class B Letter of Credit Provider, a “Class B Downgrade Event”). On
the thirtieth (30th) day after the occurrence of a Class B Downgrade Event with
respect to any Class B Letter of Credit Provider, the Administrator shall
notify the Trustee in writing on such date of (i) the greatest of (A) the
excess, if any, of the Class A Required Enhancement Amount over the Class A
Adjusted Enhancement Amount, excluding the


 


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available amount under the Class B Letter of Credit
issued by such Class B Letter of Credit Provider, on such date, (B) the excess,
if any, of the Class B Required Enhancement Amount over the Class B Adjusted
Enhancement Amount, excluding the available amount under the Class B Letter of
Credit issued by such Class B Letter of Credit Provider, on such date, (C) the
excess, if any, of the Class B Required Liquidity Amount over the Class B
Adjusted Liquidity Amount, excluding the available amount under such Class B
Letter of Credit, on such date, and (D) solely with respect to a Class B
Non-Ford Letter of Credit, the excess, if any, of the Series 2005-1 Demand Note
Payment Amount minus the Class A Non-Ford Letter of Credit Liquidity Amount
over the Class B Non-Ford Letter of Credit Liquidity Amount, excluding the
available amount under such Class B Letter of Credit, on such date, and (ii)
the amount available to be drawn on such Class B Non-Ford Letter of Credit on
such date. Upon receipt of such notice by the Trustee on or prior to 10:30 a.m.
(New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New
York City time) on such Business Day (or, in the case of any notice given to
the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City
time) on the next following Business Day), draw on such Class B Letter of
Credit in an amount equal to the lesser of the amount in clause (i) or clause
(ii) of the immediately preceding sentence on such Business Day by
presenting a draft accompanied by a Class B Certificate of Termination Demand
and shall cause the Class B LOC Termination Disbursement to be deposited in a
Class B Non-Ford Cash Collateral Account, in the case of a Class B LOC
Termination Disbursement under a Class B Non-Ford Letter of Credit, and the
Class B Ford Cash Collateral Account, in the case of a Class B LOC Termination
Disbursement under a Class B Ford Letter of Credit.


 


(d)           Class B Preference Amount Demands
on the Class B Letters of Credit. If a Class B Noteholder notifies the
Trustee in writing that a Class B Preference Amount is due and owing, subject
to the satisfaction of the conditions set forth in the next succeeding
sentence, the Trustee shall draw an amount equal to the lesser of (i) such
Class B Preference Amount and (ii) the Class B Non-Ford Letter of Credit
Liquidity Amount on the Class B Non-Ford Letters of Credit by presenting to
each Class B Non-Ford Letter
of Credit Provider a draft accompanied by
a Class B Certificate of Preference Payment Demand and shall cause the Class B
LOC Preference Payment Disbursements to be paid to the Class B Noteholders; provided,
however, that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee
shall draw an amount equal to the product of (a) 100% minus the Class B
Non-Ford Cash Collateral Percentage and (b) the lesser of the amounts referred
to in clause (i) and (ii) on such Business Day on the Class B Non-Ford
Letters of Credit as calculated by the
Administrator, at the request of the Trustee, and provided in writing to the
Trustee. Prior to any draw on the Class B Non-Ford Letters of Credit or
withdrawal from the Class B Non-Ford Cash Collateral Account pursuant to this Section
2.14(d), the Trustee shall have received a certified copy of the order
requiring the return of such Class B Preference Amount.


 


(e)           (I) Reductions in Stated
Amounts of the Class B Ford Letters of Credit. If the Trustee receives a
written notice from the Lessee, substantially in the


 


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form of Exhibit D-3-1, requesting a reduction
in the stated amount of any Class B Ford Letter of Credit, the Trustee shall
within two Business Days of the receipt of such notice deliver to the Class B
Ford Letter of Credit Provider who issued such Class B Ford Letter of Credit
with a copy to Ford a Class B Notice of Reduction requesting a reduction in the
stated amount of such Class B Ford Letter of Credit in the amount requested in
such notice effective on the date set forth in such notice, provided
that on such effective date, after giving effect to the requested reduction in
the stated amount of such Class B Ford Letter of Credit, (i) the Class A
Adjusted Enhancement Amount will equal or exceed the Class A Required
Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will equal or
exceed the Class B Required Enhancement Amount, and (iii) the Class B Adjusted
Liquidity Amount will equal or exceed the Class B Required Liquidity Amount. If
the Trustee receives a written notice from Ford, substantially in the form of Exhibit
D-3-2, requesting the replacement of any Class B Ford Letter of Credit, the
Trustee shall within two Business Days of the receipt of such notice and upon
receipt of a substitute Class B Ford Letter of Credit having a stated amount
equal to the available amount of the Class B Ford Letter of Credit being
replaced issued by a Class B Eligible Ford Letter of Credit Provider deliver to
the Class B Letter of Credit Provider who issued the Class B Ford Letter of
Credit being replaced a written notice in the form provided in such Class B
Ford Letter of Credit confirming cancellation of such Class B Ford Letter of
Credit and shall deliver such cancelled Class B Ford Letter of Credit to such
Class B Letter of Credit Provider as soon as practicable.


 


(II)           Reductions
in Stated Amounts of the Class B Non-Ford Letters of Credit. If the Trustee
receives a written notice from the Lessee, substantially in the form of Exhibit
D-4, requesting a reduction in the stated amount of any Class B Non-Ford
Letter of Credit, the Trustee shall within two Business Days of the receipt of
such notice deliver to the Class B Non-Ford Letter of Credit Provider who
issued such Class B Non-Ford Letter of Credit a Class B Notice of Reduction
requesting a reduction in the stated amount of such Class B Non-Ford Letter of
Credit in the amount requested in such notice effective on the date set forth
in such notice provided that on such effective date, after giving effect to the
requested reduction in the stated amount of such Class B Non-Ford Letter of
Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the
Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement
Amount will equal or exceed the Class B Required Enhancement Amount, (iii) the
Class B Adjusted Liquidity Amount will equal or exceed the Class B Required
Liquidity Amount and (iv) the Class B Non-Ford Letter of Credit Liquidity
Amount will equal or exceed the Series 2005-1 Demand Note Payment Amount minus
the Class A Non-Ford Letter of Credit Liquidity Amount.


 


(f)            (I) Draws on the Class B
Ford Letters of Credit. If there is more than one Class B Ford Letter of
Credit on the date of any draw on the Class B Ford Letters of Credit pursuant
to the terms of this Series Supplement (other than pursuant to Sections
2.14(b) and (c) of this Series Supplement), the Administrator shall
instruct the Trustee, in writing, to draw on each Class B Ford Letter of Credit
in an amount equal to


 


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the Pro Rata Share of the Class B Ford Letter of
Credit Provider issuing such Class B Ford Letter of Credit of the amount of
such draw on the Class B Ford Letters of Credit.


 


(II)  Draws
on the Class B Non-Ford Letters of Credit. If there is more than one Class
B Non-Ford Letter of Credit on the date of any draw on the Class B Non-Ford
Letters of Credit pursuant to the terms of this Series Supplement (other than
pursuant to Sections 2.14(b) and (c) of this Series Supplement),
the Administrator shall instruct the Trustee, in writing, to draw on each Class
B Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the
Class B Non-Ford Letter of Credit Provider issuing such Class B Non-Ford Letter
of Credit of the amount of such draw on the Class B Non-Ford Letters of Credit.


 


(g)           (I) Establishment of Class B
Ford Cash Collateral Account. On or prior to the date of any drawing under
a Class B Ford Letter of Credit pursuant to Section 2.14(b) or (c)
of this Series Supplement, HVF shall establish and maintain in the name of the
Trustee for the benefit of the Series 2005-1 Noteholders, Ford and each
Interest Rate Hedge Provider, an account (the “Class B Ford Cash Collateral
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge
Provider. The Class B Ford Cash Collateral Account shall be an Eligible Deposit
Account. If the Class B Ford Cash Collateral Account is at any time no longer
an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining
knowledge that the Class B Ford Cash Collateral Account is no longer an
Eligible Deposit Account, establish a new Class B Ford Cash Collateral Account
that is an Eligible Deposit Account. If a new Class B Ford Cash Collateral
Account is established, HVF shall instruct the Trustee in writing to transfer
all cash and investments from the non-qualifying Class B Ford Cash Collateral
Account into the new Class B Ford Cash Collateral Account.


 


(II)  Establishment of Class B Non-Ford Cash
Collateral Account. On or prior to the date of any drawing under a Class B
Non-Ford Letter of Credit pursuant to Section 2.14(b) or (c) of
this Series Supplement, HVF shall establish and maintain in the name of the
Trustee for the benefit of the Series 2005-1 Noteholders, Ford and each
Interest Rate Hedge Provider, an account (the “Class B Non-Ford Cash
Collateral Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2005-1
Noteholders, Ford and each Interest Rate Hedge Provider. The Class B Non-Ford
Cash Collateral Account shall be an Eligible Deposit Account. If the Class B
Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit
Account, HVF shall, within 10 Business Days of obtaining knowledge that the
Class B Non-Ford Cash Collateral Account is no longer an Eligible Deposit
Account, establish a new Class B Non-Ford Cash Collateral Account that is an
Eligible Deposit Account. If a new Class B Non-Ford Cash Collateral Account is
established, HVF shall instruct the Trustee in writing to transfer all cash and
investments from the non-qualifying Class B Non-Ford Cash Collateral Account
into the new Class B Non-Ford Cash Collateral Account.


 


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(h)           Administration of the Class B Cash
Collateral Account. HVF may instruct (by standing instructions or
otherwise) the institution maintaining a Class B Cash Collateral Account to
invest funds on deposit in a Class B Cash Collateral Account from time to time
in Permitted Investments. Any investment of funds on deposit in a Class B Cash Collateral Account
shall mature not later than the Business Day prior to the first Payment Date
following the date on which such funds were received (including funds received
upon a payment in respect of a Permitted Investment made with funds on deposit
in the Class B Cash Collateral Account), unless any Permitted Investment held
in the Class B Cash Collateral Account is held with the Trustee, in which case
such investment may mature on such Payment Date so long as such funds shall be
available for withdrawal on or prior to such Payment Date. HVF shall not direct
the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a
loss of the initial purchase price of such Permitted Investment. In the absence
of written investment instructions hereunder, funds on deposit in a Class B
Cash Collateral Account shall remain uninvested.


 


(i)            Earnings from Class B Cash
Collateral Account. All Class B Cash Collateral Account Interest and
Earnings shall be deemed to be on deposit therein and available for
distribution.


 


(j)            Class B Cash Collateral Account
Surplus. (X) In the event that the Class B Cash Collateral Account Surplus
on any Payment Date is greater than zero, the Administrator may direct the
Trustee to, and the Trustee, acting in accordance with the written instructions
of the Administrator, shall, subject to the limitations set forth in this Section
2.14(j)(X), withdraw the amount specified by the Administrator from the
Class B Cash Collateral Account specified by the Administrator and apply such
amount in accordance with the terms of this Section 2.14(j)(X). The
amount of any such withdrawal from the Class B Ford Cash Collateral Account
shall be limited to the lesser of (a) the Class B Available Ford Cash
Collateral Account Amount on such Payment Date and (b) the Class B Cash
Collateral Account Surplus (after giving effect to any withdrawal from the
Class B Non-Ford Cash Collateral Account) on such Payment Date. The amount of
any such withdrawal from the Class B Non-Ford Cash Collateral Account shall be
limited to the least of (a) the Class B Available Non-Ford Cash Collateral
Account Amount on such Payment Date, (b) the Class B Cash Collateral Account
Surplus (after giving effect to any withdrawal from the Class B Ford Cash
Collateral Account) on such Payment Date and (c) the excess, if any, of the
Class B Non-Ford Letter of Credit Liquidity Amount on such Payment Date over
the excess, if any, of the Series 2005-1 Demand Note Payment Amount over the
Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date. Any
amounts withdrawn from the Class B Ford Cash Collateral Account pursuant to
this Section 2.14(j)(X) shall be paid to Ford. Any amounts withdrawn
from the Class B Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that
there are unpaid Ford Reimbursement Obligations due and owing to Ford, the
lesser of the amount withdrawn from the Class B Non-Ford Cash Collateral
Account and the amount of such unpaid Ford Reimbursement Obligations, second,
only for so long as the Ford LOC Exposure Amount is greater than zero, solely
to


 


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the extent that after giving effect to any such
withdrawal, the Fleet Equity Condition would be satisfied, to the Class B
Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed
Class B Disbursements due and owing to such Class B Non-Ford Letter of Credit
Providers in respect of the Class B Non-Ford Letters of Credit, for application
in accordance with the provisions of the respective Class B Non-Ford Letter of
Credit Reimbursement Agreement, and third, only for so long as the Ford
LOC Exposure Amount is greater than zero, solely to the extent that after
giving effect to any such withdrawal, the Fleet Equity Condition would be
satisfied, to HVF any remaining amount. (Y) Irrespective of whether there is a
Class B Cash Collateral Account Surplus, in the event that the Class B Ford
Cash Collateral Account has been established pursuant to Section 2.14(g)(I)
of this Series Supplement, the proceeds of one or more Class B LOC Termination
Disbursements have been deposited therein pursuant to Section 2.14(b) or
Section 2.14(c) of this Series Supplement and Ford delivers to the
Trustee a Class B Ford Letter of Credit from a Class B Eligible Ford Letter of
Credit Provider, the Administrator shall direct the Trustee to, and the
Trustee, acting in accordance with the written instructions of the
Administrator shall withdraw from the Class B Ford Cash Collateral Account an
amount equal to the stated amount of such Class B Ford Letter of Credit and pay
such amount to Ford.


 


(k)           Termination of Class B Cash
Collateral Account. On the earlier of the termination of this Series
Supplement in accordance with Section 6.13 and the Five-Year Notes Legal
Final Payment Date, the Trustee, acting in accordance with the written
instructions of the Administrator, shall withdraw from the Class B Ford Cash
Collateral Account and (i) pay to Ford an amount equal to the lesser of (x) the
Class B Available Ford Cash Collateral Account Amount and (y) the excess, if
any, of (A) the aggregate amount of Class B LOC Termination Disbursements
deposited into the Class B Ford Cash Collateral Account pursuant to Section
2.14(b) or Section 2.14(c) of this Series Supplement over (B) the
aggregate amount withdrawn from the Class B Ford Cash Collateral Account
pursuant to Section 2.3(e)(II)(Y) or Section 2.5(b)(ii) of this
Series Supplement that has not be reimbursed by HVF in accordance with Section
2.16 of this Series Supplement on or prior to such date, (ii) pay to Ford,
an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement
Obligations due and owing to Ford and (y) the excess, if any, of the Class B
Available Ford Cash Collateral Account Amount over the amount paid to Ford
pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the
Class B Ford Cash Collateral Account.


 


(Y)  Upon the
termination of this Series Supplement in accordance with its terms, the
Trustee, acting in accordance with the written instructions of the Administrator,
after the prior payment of all amounts due and owing to the Series 2005-1
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider and
payable from the Class B Non-Ford Cash Collateral Account as provided herein,
shall withdraw from such Class B Non-Ford Cash Collateral Account all amounts
on deposit therein (to the extent not withdrawn pursuant to Section 2.14(d)
above) and shall pay such amounts, first, to Ford, to the extent that
there are unpaid Ford Reimbursement Obligations due and owing to Ford, second,
only for so long as the Ford LOC Exposure is greater than zero, solely to the


 


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extent that after giving effect to such payment the
Fleet Equity Condition would be satisfied, pro rata to the Class B
Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed
Class B Disbursements due and owing to such Class B Non-Ford Letter of Credit
Providers, for application in accordance with the provisions of the respective
Class B Non-Ford Letters of Credit, and third, only for so long as the
Ford LOC Exposure Amount is greater than zero, solely to the extent that after
giving effect to such payment the Fleet Equity Condition would be satisfied, to
HVF any remaining amounts.


 


Section 2.15.          Subordination of Class B Notes.
Notwithstanding anything to the contrary contained herein or in any other
Related Document, the Class B Notes will be subordinate in all respects to the
Class A Notes. No payments on account of interest or principal with respect to
the Class B Notes shall be made on any Payment Date until all payments of
interest and principal then due and payable with respect to the Class A Notes
on such Payment Date (including, without limitation, all accrued interest, all
interest accrued on such accrued interest, all Class A Deficiency Amounts and
all Class A Controlled Distribution Amounts) have been paid in full and all
Insurer Fees and Insurer Reimbursement Amounts due on such Payment Date have
been paid in full.


 


The
Class B Noteholders shall not be entitled to receive the benefit of amounts (i)
available under any Class A Letter of Credit, (ii) on deposit in a Class A Cash
Collateral Account and (iii) on deposit in the Class A Reserve Account, in each
case until the Class A Notes have been paid in full.


 


Section 2.16.          Reimbursement Obligation. (A)  HVF agrees to pay to Ford in accordance with,
and solely to the extent of funds available therefore under, the Indenture:


 


(i) on
and after each date on which a Series 2005-1 Ford Letter of Credit Provider
shall pay any Ford LOC Disbursement under a Series 2005-1 Ford Letter of
Credit, an amount equal to such Ford LOC Disbursement;


 


(ii)
on and after each date on which any amount is withdrawn from the Class A Ford
Cash Collateral Account pursuant to Section 2.3(e)(I)(Y) or Section
2.5(b)(ii) of this Series Supplement, an amount equal to the amount of such
withdrawal; and


 


(iii)
on and after each date on which any amount is withdrawn from the Class B Ford
Cash Collateral Account pursuant to Section 2.3(e)(II)(Y) or Section
2.5(b)(ii) of this Series Supplement, an amount equal to the amount of such
withdrawal.


 


(B)
Notwithstanding the foregoing, prior to the earlier of (i) the Five-Year Notes
Legal Final Payment Date and (ii) the termination of this Series Supplement in
accordance with Section 6.13 of this Series Supplement, any amount payable by
HVF to Ford pursuant to Section 2.16(A)(ii) of this Series Supplement shall be
paid by HVF by depositing such amount in the Class A Ford Cash Collateral
Account and any amount


 


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payable by HVF to Ford pursuant to Section
2.16(A)(iii) of this Series Supplement shall be paid by HVF by depositing such
amount in the Class B Ford Cash Collateral Account.


 


(C) HVF agrees that Ford shall be deemed a “Secured
Party” under the Base Indenture and the Related Documents to the extent of Ford
Reimbursement Obligations payable by HVF to Ford. Ford Reimbursement
Obligations shall be absolute, unconditional and irrevocable, and shall be paid
under all circumstances, including, without limitation, the following
circumstances:


 


(i)
any lack of validity or enforceability of this Series Supplement, the
Indenture, any Related Document or any Series 2005-1 Ford Letter of Credit;


 


(ii)
the existence of any claim, set-off, defense or other right which HVF may have
at any time against Ford, the Trustee or any other beneficiary or any
transferee of any Series 2005-1 Ford Letter of Credit (or any persons or
entities for whom the Trustee, any such beneficiary or any such transferee may
be acting), whether in connection with this Series Supplement, the transactions
contemplated hereby or by the Related Documents or any unrelated transaction;


 


(iii)
any statement or any other document presented under any Series 2005-1 Ford
Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect;


 


(iv)  any statement or any other document presented
under any Series 2005-1 Ford Letter of Credit proving to be insufficient in any
respect;


 


(v)  payment by a Series 2005-1 Ford Letter of
Credit Provider under a Series 2005-1 Ford Letter of Credit against
presentation of a draft or certificate which does not strictly comply with the
terms of such Series 2005-1 Ford Letter of Credit;


 


(vi)  any non-application or misapplication by the
Trustee of the proceeds of any Ford LOC Disbursement or any withdrawal from the
Class A Ford Cash Collateral Account or the Class Ford B Cash Collateral
Account; or


 


(vii)  any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including, without
limitation, any other circumstance that might otherwise constitute a defense
available to, or a discharge of, HVF.


 


Section 2.17.          Series 2005-1 Closing Account


 


(a)           Establishment of Series 2005-1
Closing Account. The Trustee shall establish and maintain in the name of
the Trustee for the benefit of the Series 2005-1 Noteholders, the Series 2005-1
Interest Rate Hedge Provider, the Insurer and Ford an account (the “Series
2005-1 Closing Account”), bearing a designation clearly indicating


 


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that the funds deposited therein are held for the
benefit of the Series 2005-1 Noteholders, the Series 2005-1 Interest Rate Hedge
Provider and Ford. The Series 2005-1 Closing Account shall be an Eligible
Deposit Account. Initially, the Series 2005-1 Closing Account will be
established with Deutsche Bank Trust Company Americas.


 


(b)           Administration of the Series
2005-1 Closing Account. Funds on deposit in the Series 2005-1 Closing
Account shall remain uninvested.


 


(c)           Series 2005-1 Closing Account
Constitutes Additional Collateral for Series 2005-1 Notes. In order to
secure and provide for the repayment and payment of the Note Obligations with
respect to the Series 2005-1 Notes, HVF hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2005-1 Noteholders, the Insurer, the Series 2005-1
Interest Rate Hedge Provider and Ford, all of HVF’s right, title and interest
in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-1 Closing Account,
including any security entitlement thereto; (ii) all funds on deposit therein
from time to time; (iii) all certificates and instruments, if any, representing
or evidencing any or all of the Series 2005-1 Closing Account or the funds on
deposit therein from time to time; (iv) all investments made at any time and
from time to time with monies in the Series 2005-1 Closing Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 2005-1
Closing Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing clauses
(i) through (vi) are referred to, collectively, as the “Series
2005-1 Closing Account Collateral”).


 


(d)           Termination of Series 2005-1
Closing Account. On or after the date on which the DTC Closing occurs, the
Trustee, acting in accordance with the written instructions of the
Administrator, shall withdraw from the Series 2005-1 Closing Account all
remaining amounts on deposit therein for payment to HVF or to such other
account as may be specified in such written instruction and signed by the
Administrator and by HVF.


 


ARTICLE III


 


AMORTIZATION EVENTS


 


In
addition to the Amortization Events set forth in Section 9.1 of the Base
Indenture, the following shall be Amortization Events with respect to the
Series 2005-1 Notes and shall constitute the Amortization Events set forth in Section
9.1(j) of the Base Indenture with respect to the Series 2005-1 Notes:


 


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(a)           HVF defaults in the payment of any
interest on, or other amount payable in respect of, the Series 2005-1 Notes
when the same becomes due and payable and such default continues for a period
of five (5) Business Days;


 


(b)           HVF defaults in the payment of any
principal of the Series 2005-1 Notes when the same becomes due and payable on
the applicable Legal Final Payment Date;


 


(c)           a Class Enhancement Deficiency shall
occur and continue for at least three (3) Business Days;


 


(d)           a Class Liquidity Deficiency shall
occur and continue for at least three (3) Business Days;


 


(e)           (i) all principal of and interest on
the Class A-1 Notes, the Class B-1 Notes and the Class B-2 Notes is not paid in
full on or before the Three-Year Notes Expected Final Payment Date, (ii) all
principal of and interest on the Class A-2 Notes, the Class A-3 Notes, the
Class B-3 Notes and the Class B-4 Notes is not paid in full on or before the
Four-Year Notes Expected Final Payment Date or (iii) all principal of and interest
on the Class A-4 Notes, the Class A-5 Notes, the Class B-5 Notes and the Class
B-6 Notes is not paid in full on or before the Five-Year Notes Expected Final
Payment Date;


 


(f)            the Class A Asset Amount shall be
less than the Class A Required Asset Amount for at least three (3) Business
Days or the Class B Asset Amount shall be less than the Series 2005-1 Required
Asset Amount for at least three (3) Business Days;


 


(g)           the Insured Principal Deficit Amount
shall be greater than zero;


 


(h)           the Class A Reserve Account, a Class
A Cash Collateral Account, the Class B Reserve Account, a Class B Cash
Collateral Account, the Series 2005-1 Excess Collection Account or any HVF
Exchange Account shall be subject to an injunction, estoppel or other stay or a
Lien (other than a Permitted Lien) for at least three (3) Business Days and
either a Class Enhancement Deficiency or a Class Liquidity Deficiency would
result from excluding the amount on deposit in any such account that is subject
to an injunction, estoppel or other stay or a Lien (other than a Permitted
Lien) for at least three (3) Business Days from the Class Enhancement Amount or
the Class Liquidity Amount, to the extent applicable;


 


(i)            the Trustee shall make a demand for
payment under the Insurance Policy;


 


(j)            the occurrence of an Event of
Bankruptcy with respect to the Insurer;


 


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(k)           the Insurer fails to honor a demand
for payment made in accordance with the requirements of the Insurance Policy;


 


(l)            the Trustee shall for any reason
cease to have a valid and perfected first priority security interest in the
Series 2005-1 Collateral (other than the Initial Hertz Vehicles and the Service
Vehicles) or any of the Lessee, HVF or any Affiliate of either so asserts in
writing;


 


(m)          the occurrence of a Servicer Event of
Default;


 


(n)           HVF fails to comply with any of its
other agreements or covenants in, or provisions of, the Series 2005-1 Notes or
the Indenture and the failure to so comply materially and adversely affects the
interests of the Series 2005-1 Noteholders or the Insurer and continues to
materially and adversely affect the interests of the Series 2005-1 Noteholders
or the Insurer for a period of thirty (30) days after the earlier of (i) the
date on which HVF obtains knowledge thereof or (ii) the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to HVF by the Trustee or to HVF and the Trustee by the Required
Noteholders with respect to the Series 2005-1 Notes; or


 


(o)           any representation made by HVF in the
Indenture or any Related Document is false and such false representation
materially and adversely affects the interests of the Series 2005-1 Noteholders
or the Insurer and such false representation is not cured for a period of
thirty (30) days after the earlier of (i) the date on which HVF obtains
knowledge thereof or (ii) the date that written notice thereof is given to HVF
by the Trustee or to HVF and the Trustee by the Required Noteholders with
respect to the Series 2005-1 Notes.


 


In the case of


 


(i)            any
event described in clauses (a) through (l) above, an Amortization
Event with respect to the Series 2005-1 Notes will immediately occur without
any notice or other action on the part of the Trustee or any Series 2005-1
Noteholder or


 


(ii)           any
event described in clauses (m) through (o) above, either the
Trustee may, by written notice to HVF or the Required Noteholders with respect
to the Series 2005-1 Notes may, by written notice to HVF and the Trustee declare
that an Amortization Event with respect to the Series 2005-1 Notes has occurred
as of the date of the notice.


 


Amortization Events with respect to the Series 2005-1
Notes described in clauses (j) and (k) above will not be subject
to waiver. An Amortization Event with respect to the Series 2005-1 Notes
described in clauses (a) through (i) and clauses (l)
through (o) above will be subject to waiver in accordance with Section
9.4 of the Base Indenture.


 


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Notwithstanding anything herein to the contrary, an
Amortization Event with respect to the Series 2005-1 Notes described in clause
(l) above shall be curable at any time.


 


ARTICLE IV


 


RESERVED


 


ARTICLE V


 


FORM OF SERIES 2005-1
NOTES


 


Section 5.1.            Initial Issuance of Series 2005-1
Notes. The Class A Notes are being offered and sold by HVF pursuant to the
Class A Purchase Agreement. The Class B Notes may be offered and sold on any
Series 2005-1 Class B Notes Closing Date by HVF pursuant to a Class B Purchase
Agreement. The Series 2005-1 Notes will be resold initially only (A) to
qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in
reliance on Rule 144A and (B) to Persons other than U.S. Persons (as defined in
Regulation S) in reliance on Regulation S. The Series 2005-1 Notes may
thereafter be transferred to QIBs or purchasers in reliance on Regulation S in
accordance with the procedure described herein. The Series 2005-1 Notes will
initially be issued in the form of Definitive Notes without interest coupons and may be transferred or exchanged for other Series
2005-1 Notes in the form of Book-Entry Notes or in the form of Definitive
Notes, as provided in Annex B hereto. DTC will be the Depository for any
Series 2005-1 Notes which are in the form of Book-Entry Notes. The provisions
of the rules and procedures of DTC, the “Operating Procedures of the Euroclear
System” and “Terms and Conditions Governing Use of Euroclear” and the “General
Terms and Conditions of Clearstream Banking” and “Customer Handbook” of
Clearstream (the “Applicable Procedures”) shall be applicable to
transfers of beneficial interests in the Series 2005-1 Notes which are in the
form of Book-Entry Notes.


 


Section 5.2.            Restricted Notes.


 


(a)           Restricted Certificated Notes.
On the Series 2005-1 Closing Date, the Series 2005-1 Notes will be initially
issued to the Initial Purchasers in the form of Definitive Notes in fully registered form without interest coupon,
substantially in the form set forth in Exhibits A-1-1-C, A-2-1-C,
A-3-1-C, A-4-1-C and A-5-1-C, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Series Supplement (the “Restricted Certificated Notes”).
The Restricted Certificated Notes may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Restricted
Certificated Notes, as evidenced by their execution of the Restricted
Certificated Notes. The Restricted Certificated Notes may be produced in any
manner, all as determined by the officers executing such Restricted
Certificated Notes, as evidenced by their execution of such Restricted
Certificated Notes. Prior to the DTC Closing Availability, the aggregate
initial principal


 


147

















 


amount of the Restricted
Certificated Note may from time to time be increased or decreased by the
issuance of replacement Restricted Certificated Notes, in connection with an
exchange or transfer of a Restricted Certificated Note, as provided in Annex
B hereto. Upon the occurrence of the DTC Closing Availability, all
Restricted Certificated Notes shall immediately without any [notice or other]
action on the part of any Noteholder be exchanged or transferred for Series
2005-1 Notes in the form of one or more Restricted Global Notes or Regulation S
Global Notes in accordance with Annex B hereto.


 


(b)           Restricted Global Notes. Each
Class of Series 2005-1 Notes may be issued in the form of one or more global
notes in fully registered form, without coupons, substantially in the form set
forth in Exhibits A-1-1, A-2-1, A-3-1, A-4-1, A-5-1,
A-6-1, A-7-1,  A-8-1, A-9-1, A-10-1 and A-11-1
respectively, registered in the name of Cede, as nominee of DTC, and deposited
with BNY MTC, as custodian of DTC (collectively, the “Restricted Global
Notes”). The aggregate initial principal amount of the Restricted Global
Notes may from time to time be increased or decreased by adjustments made on
the records of BNY MTC, as custodian for DTC, in connection with a
corresponding decrease or increase in the aggregate initial principal amount of
the corresponding class of Regulation S Global Notes or the Unrestricted Global
Notes, as hereinafter provided.


 


Section 5.3.            Regulation S Notes.


 


(a)           Regulation S Certificated Notes
and Unrestricted Certificated Notes. Prior to the DTC Closing Availability,
each Class of the Series 2005-1 Notes offered and sold in reliance upon
Regulation S may be issued in the form of one or more definitive Notes in fully registered form without interest coupons,
substantially in the form set forth in Exhibits A-1-2-C, A-2-2-C,
A-3-2-C, A-4-2-C and A-5-2-C, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Series Supplement. Until such time as the Restricted Period
shall have terminated, such Series 2005-1 Notes shall be referred to herein
collectively as the “Regulation S Certificated Notes”. The Regulation S
Certificated Notes may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Regulation
S Certificated Notes, as evidenced by their execution of the Regulation S
Certificated Notes. The Regulation S Certificated Notes may be produced in any
manner, all as determined by the officers executing such Regulation S
Certificated Notes, as evidenced by their execution of such Regulation S
Certificated Notes. After such time as the Restricted Period shall have
terminated with respect to any Series 2005-1 Note, such Series 2005-1 Notes
shall be exchangeable, in whole or in part, for interests in one or more
permanent certificated notes in fully
registered form without interest coupons, substantially in the forms set
forth in Exhibits A-1-3-C, A-2-3-C, A-3-3-C, A-4-3-C
and A-5-3-C as hereinafter provided (collectively, the “Unrestricted
Certificated Notes”, and together with the Regulation S Certificated Notes
and the Restricted Certificated Notes, the “Certificated Notes”). The
Unrestricted Certificated Notes may have such letters,


 


148





















 


numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such
Unrestricted Certificated Notes, as evidenced by their execution of the
Unrestricted Certificated Notes. The Unrestricted Certificated Notes may be
produced in any manner, all as determined by the officers executing such
Unrestricted Certificated Notes, as evidenced by their execution of such
Unrestricted Certificated Notes. The aggregate principal amount of the
Regulation S Certificated Notes or the Unrestricted Certificated Notes may from
time to time be increased or decreased by the issuance of replacement
Regulation S Certificated Notes or the Unrestricted Certificated Notes, as
applicable, in connection with an exchange or transfer of the Regulation S
Certificated Notes or the Unrestricted Certificated Notes, as hereinafter
provided.


 


(b)           Regulation S Global Notes and
Unrestricted Global Notes. Each Class of the Series 2005-1 Notes offered
and sold in reliance upon Regulation S may be issued in the form of one or more
global notes in fully registered form, without coupons, substantially in the
forms set forth in Exhibits A-1-2, A-2-2, A-3-2, A-4-2
and A-5-2, and any Class B Notes offered and sold on a Series 2005-1
Class B Notes Closing Date in reliance upon Regulation S will be issued in the
form of one or more global notes in fully registered form, without coupons,
substantially in the forms set forth in Exhibits  A-6-2, A-7-2,
A-8-2, A-9-2, A-10-2 and A-11-2, in each case
registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC,
as custodian of DTC, for credit to the respective accounts at DTC of the
designated agents holding on behalf of Euroclear and Clearstream. Until such
time as the Restricted Period shall have terminated, such Series 2005-1 Notes
shall be referred to herein collectively as the “Regulation S Global Notes”.
After such time as the Restricted Period shall have terminated with respect to
any Series 2005-1 Note, such Series 2005-1 Notes shall be exchangeable, in
whole or in part, for interests in one or more permanent global notes in
registered form without interest coupons, substantially in the forms set forth
in Exhibits A-1-3, A-2-3, A-3-3, A-4-3, A-5-3,
A-6-3, A-7-3, A-8-3, A-9-3, A-10-3 and A-11-3
as hereinafter provided (collectively, the “Unrestricted Global Notes”).
The aggregate principal amount of the Regulation S Global Notes or the
Unrestricted Global Notes may from time to time be increased or decreased by
adjustments made on the records of BNY MTC, as custodian for DTC, in connection
with a corresponding decrease or increase of aggregate principal amount of the
corresponding Restricted Global Notes, as hereinafter provided.


 


Section 5.4.            Transfer Restrictions.


 


(a)           A Series 2005-1 Global Note may not
be transferred, in whole or in part, to any Person other than DTC or a nominee
thereof, or to a successor Depository or to a nominee of a successor
Depository, and no such transfer to any such other Person may be registered; provided,
however, that this Section 5.4(a) shall not prohibit any transfer
of a Series 2005-1 Note that is issued in exchange for a Series 2005-1 Global
Note in accordance with Section 2.13 of the Base Indenture and shall not
prohibit any


 


149





















 


transfer of a beneficial interest in a Series 2005-1
Global Note effected in accordance with the other provisions of this Section
5.4.


 


(b)           The transfer by a Series 2005-1 Note
Owner holding a beneficial interest in a Restricted Global Note to a Person who
wishes to take delivery thereof in the form of a beneficial interest in the
Restricted Global Note shall be made upon the deemed representation of the
transferee that it is purchasing for its own account or an account with respect
to which it exercises sole investment discretion and that it and any such
account is a QIB, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding HVF
as such transferee has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


 


(c)           If a Series 2005-1 Note Owner holding
a beneficial interest in a Restricted Global Note wishes at any time to
exchange its interest in such Restricted Global Note for an interest in the
Regulation S Global Note, or to transfer such interest to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the Regulation
S Global Note, such exchange or transfer may be effected, subject to the
Applicable Procedures, only in accordance with the provisions of this Section
5.4(c). Upon receipt by the Registrar, at the office of the Registrar, of
(i) written instructions given in accordance with the Applicable Procedures
from a Clearing Agency Participant directing the Registrar to credit or cause
to be credited to a specified Clearing Agency Participant’s account a
beneficial interest in the Regulation S Global Note, in a principal amount
equal to that of the beneficial interest in such Restricted Global Note to be
so exchanged or transferred, (ii) a written order given in accordance with the
Applicable Procedures containing information regarding the account of the
Clearing Agency Participant (and the Euroclear or Clearstream account, as the
case may be) to be credited with, and the account of the Clearing Agency
Participant to be debited for, such beneficial interest and (iii) a certificate
in substantially the form set forth in Exhibit F-1 given by the Series
2005-1 Note Owner holding such beneficial interest in such Restricted Global
Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the
principal amount of the Restricted Global Note, and to increase the principal
amount of the Regulation S Global Note, by the principal amount of the
beneficial interest in such Restricted Global Note to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions (which shall be the Clearing Agency Participant
for Euroclear or Clearstream or both, as the case may be) a beneficial interest
in the Regulation S Global Note having a principal amount equal to the amount
by which the principal amount of such Restricted Global Note was reduced upon
such exchange or transfer.


 


(d)           If a Series 2005-1 Note Owner holding
a beneficial interest in a Restricted Global Note wishes at any time to
exchange its interest in such Restricted Global Note for an interest in the
Unrestricted Global Note, or to transfer such interest to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, such exchange or transfer may be effected, subject to
the


 


150





















 


Applicable Procedures, only in accordance with the
provisions of this Section 5.4(d). Upon receipt by the Registrar, at the
office of the Registrar, of (A) written instructions given in accordance with
the Applicable Procedures from a Clearing Agency Participant directing the
Registrar to credit or cause to be credited to a specified Clearing Agency
Participant’s account a beneficial interest in the Unrestricted Global Note in
a principal amount equal to that of the beneficial interest in such Restricted
Global Note to be so exchanged or transferred, (ii) a written order given in
accordance with the Applicable Procedures containing information regarding the
account of the Clearing Agency Participant (and the Euroclear or Clearstream
account, as the case may be) to be credited with, and the account of the
Clearing Agency Participant to be debited for, such beneficial interest and
(iii) a certificate in substantially the form of Exhibit F-2 given by the
Series 2005-1 Note Owner holding such beneficial interest in such Restricted
Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to
reduce the principal amount of such Restricted Global Note, and to increase the
principal amount of the Unrestricted Global Note, by the principal amount of
the beneficial interest in such Restricted Global Note to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions (which shall be the Clearing Agency Participant
for Euroclear or Clearstream or both, as the case may be) a beneficial interest
in the Unrestricted Global Note having a principal amount equal to the amount
by which the principal amount of such Restricted Global Note was reduced upon
such exchange or transfer.


 


(e)           If a Series 2005-1 Note Owner holding
a beneficial interest in a Regulation S Global Note or an Unrestricted Global
Note wishes at any time to exchange its interest in such Regulation S Global
Note or such Unrestricted Global Note for an interest in the Restricted Global
Note, or to transfer such interest to a Person who wishes to take delivery
thereof in the form of a beneficial interest in the Restricted Global Note,
such exchange or transfer may be effected, subject to the Applicable
Procedures, only in accordance with the provisions of this Section 5.4(e).
Upon receipt by the Registrar, at the office of the Registrar, of (i) written
instructions given in accordance with the Applicable Procedures from a Clearing
Agency Participant directing the Registrar to credit or cause to be credited to
a specified Clearing Agency Participant’s account a beneficial interest in the
Restricted Global Note in a principal amount equal to that of the beneficial
interest in such Regulation S Global Note or such Unrestricted Global Note, as
the case may be, to be so exchanged or transferred, (ii) a written order given
in accordance with the Applicable Procedures containing information regarding
the account of the Clearing Agency Participant (and the Euroclear or
Clearstream account, as the case may be) to be credited with, and the account
of the Clearing Agency Participant to be debited for, such beneficial interest
and (iii) with respect to a transfer of a beneficial interest in such
Regulation S Global Note (but not such Unrestricted Global Note), a certificate
in substantially the form set forth in Exhibit F-3 given by such Series
2005-1 Note Owner holding such beneficial interest in such Regulation S Global
Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the
principal amount of such Regulation S Global Note or such Unrestricted Global
Note, as the case may be, and to increase the principal amount of the
Restricted Global Note, by the principal


 


151





















 


amount of the beneficial interest in such Regulation S
Global Note or such Unrestricted Global Note to be so exchanged or transferred,
and to credit or cause to be credited to the account of the Person specified in
such instructions (which shall be the Clearing Agency Participant for DTC) a
beneficial interest in the Restricted Global Note having a principal amount
equal to the amount by which the principal amount of such Regulation S Global
Note or such Unrestricted Global Note, as the case may be, was reduced upon
such exchange or transfer.


 


(f)            In the event that a Series 2005-1
Global Note or any portion thereof is exchanged for Series 2005-1 Notes other
than Series 2005-1 Global Notes, such other Series 2005-1 Notes may in turn be
exchanged (upon transfer or otherwise) for Series 2005-1 Notes that are not
Series 2005-1 Global Notes or for a beneficial interest in a Series 2005-1
Global Note (if any is then outstanding) only in accordance with such procedures,
which shall be substantially consistent with the provisions of Sections
5.4(a) through Section 5.4(e) and Section 5.4(g) of this
Series Supplement (including the certification requirement intended to ensure
that transfers and exchanges of beneficial interests in a Series 2005-1 Global
Note comply with Rule 144A or Regulation S under the Securities Act, as the
case may be) and any Applicable Procedures, as may be adopted from time to time
by HVF and the Registrar.


 


(g)           Until the termination of the
Restricted Period with respect to any Series 2005-1 Note, interests in the
Regulation S Global Notes representing such Series 2005-1 Note may be held only
through Clearing Agency Participants acting for and on behalf of Euroclear and
Clearstream; provided, that this Section 5.4(g) shall not
prohibit any transfer in accordance with Section 5.4(d) of this Series
Supplement. After the expiration of the applicable Restricted Period, interests
in the Unrestricted Global Notes may be transferred without requiring any certifications.


 


(h)           The Series 2005-1 Notes shall bear
the following legends to the extent indicated:


 


(i)            The
Restricted Global Notes and the Restricted Certificated Notes shall bear the
following legend:


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE
BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE
ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE


 


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TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.


 


(ii)           The
Regulation S Global Notes and the Regulation S Certificated Notes shall bear
the following legend:


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE
DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF
THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE,
PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS
NOTE, ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT AND AGREES FOR THE BENEFIT OF HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS
NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES,
TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE
OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1)
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT
OR (3) TO HVF.


 


(iii)          The
Series 2005-1 Global Notes shall bear the following legends:


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK
CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS
NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED,


 


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AND NO TRANSFER OF THIS
NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.


 


UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO HVF OR THE REGISTRAR, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE
& CO., HAS AN INTEREST HEREIN.


 


(iv)          The
required legends set forth above shall not be removed from the applicable
Series 2005-1 Notes except as provided herein. The legend required for a
Restricted Note may be removed from such Restricted Note if there is delivered
to HVF and the Registrar such satisfactory evidence, which may include an
Opinion of Counsel as may be reasonably required by HVF that neither such
legend nor the restrictions on transfer set forth therein are required to
ensure that transfers of such Series 2005-1 Note will not violate the
registration requirements of the Securities Act. Upon provision of such
satisfactory evidence, the Trustee at the direction of HVF shall authenticate
and deliver in exchange for such Restricted Note a Series 2005-1 Note or Series
2005-1 Notes having an equal aggregate principal amount that does not bear such
legend. If such a legend required for a Restricted Note has been removed from a
Series 2005-1 Note as provided above, no other Series 2005-1 Note issued in
exchange for all or any part of such Series 2005-1 Note shall bear such legend,
unless HVF has reasonable cause to believe that such other Series 2005-1 Note
is a “restricted security” within the meaning of Rule 144 under the Securities
Act and instructs the Trustee to cause a legend to appear thereon.


 


(i)            HVF shall take all actions that are
required, necessary or desirable to cause the DTC Closing Availability to occur
as soon as practicable unless otherwise directed by the Series 2005-1
Noteholders.


 


ARTICLE VI


 


GENERAL


 


Section 6.1.            Optional Redemption of Series
2005-1 Notes. (a) HVF may, at its option, redeem any Class of Series 2005-1
Notes as a whole on any Payment Date on which the Class A-1 Outstanding
Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3
Outstanding Principal Amount, the Class A-4


 


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Outstanding Principal
Amount, the Class A-5 Outstanding Principal Amount, the Class B-1 Principal Amount,
the Class B-2 Principal Amount, the Class B-3 Principal Amount, the Class B-4
Principal Amount, the Class B-5 Principal Amount or the Class B-6 Principal
Amount, as the case may be, is equal to or less than 10% of the Initial Class
A-1 Principal Amount, the Initial Class A-2 Principal Amount, the Initial Class
A-3 Principal Amount, the Initial Class A-4 Principal Amount, the Initial Class
A-5 Principal Amount, the Initial Class B-1 Principal Amount, the Initial Class
B-2 Principal Amount, the Initial Class B-3 Principal Amount, the Initial Class
B-4 Principal Amount, the Initial Class B-5 Principal Amount or the Initial
Class B-6 Principal Amount, as the case may be, with funds deposited in the
Series 2005-1 Distribution Account pursuant to Section 2.2 of this
Series Supplement, at 100% of the principal amount thereof, plus accrued and
unpaid interest thereon; provided, however, as a condition
precedent to any redemption, HVF shall pay to the Insurer all Insurer Fees and
all other Insurer Reimbursement Amounts due and payable, to each Interest Rate
Hedge Provider all amounts due and owing to such Interest Rate Hedge Provider
under its related Series 2005-1 Interest Rate Hedge and to Ford, all unpaid
Ford Reimbursement Obligations.


 


(b)           If HVF elects to redeem any Class of
the Series 2005-1 Notes pursuant to the provisions of Section 6.1(a), it
shall notify the Trustee in writing at least 30 days prior to the intended date
of redemption of (i) such intended date of redemption, (ii) the Series 2005-1
Notes subject to redemption and (iii) the principal amount of the Series 2005-1
Notes to be redeemed. Upon receipt of a notice of redemption from HVF, the
Trustee shall give notice of such redemption in the manner provided in Section
13.1 of the Base Indenture to the Series 2005-1 Noteholders of the Series
2005-1 Notes to be redeemed. Such notice shall be given not less than ten (10)
days prior to the intended date of redemption.


 


Section 6.2.            Information. On or before the
fourth Business Day prior to each Payment Date (unless otherwise agreed to by
the Trustee), HVF shall cause the Administrator to furnish to the Trustee a
Monthly Noteholders’ Statement with respect to the Series 2005-1 Notes,
substantially in the form of Exhibit G, setting forth, inter alia, the
following information:


 


(i)            the
total amount available to be distributed to Series 2005-1 Noteholders on such
Payment Date;


 


(ii)           the
amount of such distribution allocable to the payment of principal of each Class
of the Series 2005-1 Notes;


 


(iii)          the
amount of such distribution allocable to the payment of interest on each Class
of the Series 2005-1 Notes;


 


(iv)          the
Class A-1 Carryover Controlled Amortization Amount, the Class A-2 Carryover
Controlled Amortization Amount, the Class A-3 Carryover Controlled Amortization
Amount, the Class A-4 Carryover Controlled Amortization Amount, the Class A-5
Carryover Controlled Amortization Amount,


 


155





















 


the
Class B-1 Carryover Controlled Amortization Amount, the Class B-2 Carryover
Controlled Amortization Amount, the Class B-3 Carryover Controlled Amortization
Amount, the Class B-4 Carryover Controlled Amortization Amount, the Class B-5
Carryover Controlled Amortization Amount or the Class B-6 Carryover Controlled
Amortization Amount, in each case if any, for the Related Month;


 


(v)           the
Series 2005-1 Invested Percentage with respect to Interest Collections and with
respect to Principal Collections for the period from and including the second
Determination Date preceding such Payment Date to but excluding the
Determination Date immediately preceding such Payment Date;


 


(vi)          the
Class A Enhancement Amount, the Class A Adjusted Enhancement Amount, the Class
A Liquidity Amount, the Class A Adjusted Liquidity Amount, the Class B
Enhancement Amount, the Class B Adjusted Enhancement Amount, the Class B
Liquidity Amount and the Class B Adjusted Liquidity Amount, in each case, if
any, as of the close of business on the last day of the Related Month;


 


(vii)         whether,
to the knowledge of the Administrator, any Lien exists on any of the Collateral
(other than Permitted Liens);


 


(viii)        whether,
to the knowledge of the Administrator, any Operating Lease Event of Default has
occurred;


 


(ix)           whether,
to the knowledge of the Administrator, any Amortization Event or Potential
Amortization Event with respect to the Series 2005-1 Notes has occurred;


 


(x)            the
Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency,
if any, as of the close of business on the last day of the Related Month;


 


(xi)           the
Non-Eligible Vehicle Amount, the Class A Non-Eligible Vehicle Percentage, the
BBB-/Baa3 Vehicle Percentage, the BBB-/Baa3 EPM Amount, the BBB-/Baa3 Vehicle
Percentage Excess, the Mazda Vehicle Percentage Excess and the Class A Non-Investment
Grade Manufacturer Vehicle Percentage Excess as of the close of business on the
last day of the Related Month;


 


(xii)          the
Non-Eligible Manufacturer Amount as of the close of business on the last day of
the Related Month;


 


(xiii)         the
Class A Required Non-Eligible Vehicle Enhancement Percentage as of the close of
business on the last day of the Related Month and the Non-Program Vehicle
Measurement Month Average, if any, included in the


 


156





















 


calculation
of such Class A Required Non-Eligible Vehicle Enhancement Percentage;


 


(xiv)        the
Class A Required Enhancement Incremental Amount and the Class B Required
Enhancement Incremental Amount, if any, as of the close of business on the last
day of the Related Month;


 


(xv)         the
Class A Required Liquidity Amount and the Class B Required Liquidity Amount, if
any, as of the close of business on the last day of the Related Month, and
whether a Class Liquidity Deficiency with respect to any Class of Series 2005-1
Notes existed and the amount thereof, in each case as of the close of business
on the last day of the Related Month;


 


(xvi)        the
Class A Required Enhancement Amount and the Class B Required Enhancement
Amount, if any, as of the close of business on the last day of the Related
Month, and whether a Class Enhancement Deficiency with respect to any Class of
Series 2005-1 Notes existed and the amount thereof, in each case as of the
close of business on the last day of the Related Month;


 


(xvii)       the
Class A Required Overcollateralization Amount, the Class A
Overcollateralization Amount, the Class B Required Overcollateralization Amount
and the Class B Overcollateralization Amount, in each case, if any as of the
close of business on the last day of the Related Month;


 


(xviii)      the
Class A Required Reserve Account Amount, the Class A Available Reserve Account
Amount, the Class B Required Reserve Account Amount and the Class B Available
Reserve Account Amount, in each case, if any, as of the close of business on
the last day of the Related Month;


 


(xix)         the
percentage of all HVF Vehicles, with respect to each Manufacturer, as of the
close of business on the last day of the Related Month which were Eligible
Program Vehicles manufactured by such Manufacturer;


 


(xx)          the
percentage of all HVF Vehicles, with respect to each Manufacturer which is not
an Eligible Program Manufacturer, as of the close of business on the last day
of the Related Month which were Program Vehicles manufactured by such
Manufacturer;


 


(xxi)         the
percentage of all HVF Vehicles, with respect to each Manufacturer, as of the
close of business on the last day of the Related Month which were Non-Program
Vehicles manufactured by such Manufacturer;


 


(xxii)        the
Class A Principal Amount with respect to each Class of Class A Notes as of such
Payment Date and the Class B Principal Amount with respect to each Class of
Class B Notes as of such Payment Date; and


 


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(xxiii)       such
other items as may be specified in a Class B Notes Term Sheet.


 


The Trustee shall provide to the Series 2005-1
Noteholders, or their designated agent, the Insurer and each Interest Rate
Hedge Provider copies of each Monthly Noteholders’ Statement.


 


Section 6.3.            Exhibits. The following
exhibits attached hereto supplement the exhibits included in the Indenture.


 


Exhibit A-1-1: Form of
Restricted Global Class A-1 Note

Exhibit A-1-1-C: Form of Restricted Certificated Class A-1 Note

Exhibit A-1-2: Form of Regulation S Global Class A-1 Note

Exhibit A-1-2-C: Form of Regulation S Certificated Class A-1 Note

Exhibit A-1-3: Form of Unrestricted Global Class A-1 Note

Exhibit A-1-3-C: Form of Unrestricted Certificated Class A-1 Note

Exhibit A-2-1: Form of Restricted Global Class A-2 Note

Exhibit A-2-1-C: Form of Restricted Certificated Class A-2 Note

Exhibit A-2-2: Form of Regulation S Global Class A-2 Note

Exhibit A-2-2-C: Form of Regulation S Certificated Class A-2 Note

Exhibit A-2-3: Form of Unrestricted Global Class A-2 Note

Exhibit A-2-3-C: Form of Unrestricted Certificated Class A-2 Note

Exhibit A-3-1: Form of Restricted Global Class A-3 Note

Exhibit A-3-1-C: Form of Restricted Certificated Class A-3 Note

Exhibit A-3-2: Form of Regulation S Global Class A-3 Note

Exhibit A-3-2-C: Form of Regulation S Certificated Class A-3 Note

Exhibit A-3-3: Form of Unrestricted Global Class A-3 Note

Exhibit A-3-3-C: Form of Unrestricted Certificated Class A-3 Note

Exhibit A-4-1: Form of Restricted Global Class A-4 Note

Exhibit A-4-1-C: Form of Restricted Certificated Class A-4 Note

Exhibit A-4-2: Form of Regulation S Global Class A-4 Note

Exhibit A-4-2-C: Form of Regulation S Certificated Class A-4 Note

Exhibit A-4-3: Form of Unrestricted Global Class A-4 Note

Exhibit A-4-3-C: Form of Unrestricted Certificated Class A-4 Note

Exhibit A-5-1: Form of Restricted Global Class A-5 Note

Exhibit A-5-1-C: Form of Restricted Certificated Class A-5 Note

Exhibit A-5-2: Form of Regulation S Global Class A-5 Note

Exhibit A-5-2-C: Form of Regulation S Certificated Class A-5 Note

Exhibit A-5-3: Form of Unrestricted Global Class A-5 Note

Exhibit A-5-3-C: Form of Unrestricted Certificated Class A-5 Note

Exhibit A-6-1: Form of Restricted Global Class B-1 Note

Exhibit A-6-2: Form of Regulation S Global Class B-1 Note

Exhibit A-6-3: Form of Unrestricted Global Class B-1 Note

Exhibit A-7-1: Form of Restricted Global Class B-2 Note

Exhibit A-7-2: Form of Regulation S Global Class B-2 Note

Exhibit A-7-3: Form of Unrestricted Global Class B-2 Note


 


158





















 


	
  Exhibit A-8-1: Form of Restricted Global Class B-3
  Note

  
	
  Exhibit A-8-2: Form of Regulation S Global Class B-3
  Note

  
	
  Exhibit A-8-3: Form of Unrestricted Global Class B-3
  Note

  
	
  Exhibit A-9-1: Form of Restricted Global Class B-4
  Note

  
	
  Exhibit A-9-2: Form of Regulation S Global Class B-4
  Note

  
	
  Exhibit A-9-3: Form of Unrestricted Global Class B-4
  Note

  
	
  Exhibit A-10-1: Form of Restricted Global Class B-5
  Note

  
	
  Exhibit A-10-2: Form of Regulation S Global Class
  B-5 Note

  
	
  Exhibit A-10-3: Form of Unrestricted Global Class B-5
  Note

  
	
  Exhibit A-11-1: Form of Restricted Global Class B-6
  Note

  
	
  Exhibit A-11-2: Form of Regulation S Global Class
  B-6 Note

  
	
  Exhibit A-11-3: Form of Unrestricted Global Class
  B-6 Note

  
	
  Exhibit B-1-1:

  	
   

  	
  Form of Class A Letter of Credit

  
	
  Exhibit B-1-2:

  	
   

  	
  Form of Class A Ford Letter of Credit

  
	
  Exhibit B-2-1:

  	
   

  	
  Form of Class B Letter of Credit

  
	
  Exhibit B-2-2:

  	
   

  	
  Form of Class B Ford Letter of Credit

  
	
  Exhibit C:

  	
   

  	
  Form of Lease Payment Deficit Notice

  
	
  Exhibit D-1-1:

  	
   

  	
  Form of Class A Ford Letter of Credit Reduction Notice

  
	
  Exhibit D-1-2:

  	
   

  	
  Form of Class A Ford Letter of Credit Termination
  Notice

  
	
  Exhibit D-2:

  	
   

  	
  Form of Class A Non-Ford
  Letter of Credit Reduction Notice

  
	
  Exhibit D-3-1:

  	
   

  	
  Form of Class B Ford Letter of Credit Reduction
  Notice

  
	
  Exhibit D-3-2:

  	
   

  	
  Form of Class B Ford Letter of Credit Termination
  Notice

  
	
  Exhibit D-4:

  	
   

  	
  Form of Class B Non-Ford
  Letter of Credit Reduction Notice

  
	
  Exhibit E:

  	
   

  	
  Reserved

  
	
  Exhibit F-1:

  	
   

  	
  Form of Transfer Certificate

  
	
  Exhibit F-2:

  	
   

  	
  Form of Transfer Certificate

  
	
  Exhibit F-3:

  	
   

  	
  Form of Transfer Certificate

  
	
  Exhibit G:

  	
   

  	
  Form of Monthly Noteholders’ Statement

  
	
  Exhibit H:

  	
   

  	
  Form of Series 2005-1 Demand Note

  
	
  Exhibit I:

  	
   

  	
  Form of Transfer Certificate for Certificated Notes

  



 


Section 6.4.            Ratification of Base Indenture.
As supplemented by this Series Supplement, the Base Indenture is in all
respects ratified and confirmed and the Base Indenture as so supplemented by
this Series Supplement shall be read, taken, and construed as one and the same
instrument.


 


Section 6.5.            Notice to Insurer, Rating Agencies,
Interest Rate Hedge Provider and Ford. The Trustee shall provide to the
Insurer, each Rating Agency and each Interest Rate Hedge Provider a copy of
each notice to the Series 2005-1 Noteholders, Opinion of Counsel and Officer’s
Certificate delivered to the Trustee pursuant to this Series Supplement or any
other Related Document. Each such Opinion of Counsel to be delivered to the
Insurer shall be addressed to the Insurer, shall be from counsel reasonably
acceptable to the Insurer and shall be in form and substance reasonably
acceptable to the Insurer. The Trustee shall provide notice to each Rating
Agency of any consent by the Insurer to the waiver of the occurrence of any
Series 2005-1


 


159





















 


Limited Liquidation Event
of Default. In addition, only for so long as the Ford LOC Exposure Amount is
greater than zero, the Trustee shall provide to Ford a copy of each report,
notice and other information provided to the Series 2005-1 Noteholders pursuant
to this Series Supplement or any other Related Document. All such notices,
opinions, certificates or other items to be delivered to the Insurer shall be
forwarded to MBIA Insurance Corporation, 113 King Street, Armonk, New York
10504, Attention: Insured Portfolio Management – Structured Finance (IPM-SF)
(Hertz Vehicle Financing LLC Series 2005-1 Rental Car Asset Backed Notes Policy
No. 47437), Facsimile No.: (914) 765-3810, Confirmation No.: (914) 765-3781. All
such notices, opinions, certificates or other items to be delivered to the
Interest Rate Hedge Provider shall be forwarded to the address specified for
notices in the Series 2005-1 Interest Rate Hedge. All such notices, opinions,
certificates or other items to be delivered to Ford shall be forwarded to Ford
Motor Company, 1 American Road, Dearborn, MI 48126 Attention: Director – Global
Banking, Facsimile No.: (313) 594-0110.


 


Section 6.6.            Insurer Deemed Class A Noteholder
and Secured Party. Except for any period during which an Insurer Default is
continuing, the Insurer shall be deemed to be the holder of 100% of the Class A
Notes for the purposes of giving any consents, waivers, approvals,
instructions, directions, declarations, notices and/or taking any other action
pursuant to the Base Indenture, this Series Supplement and the other Related
Documents. Any reference in the Base Indenture or the Related Documents to
materially, adversely, or detrimentally affecting the rights or interests of
the Noteholders, or words of similar meaning, shall be deemed, for purposes of
the Class A Notes, to refer to the rights or interests of the Insurer. In
addition, the Insurer shall constitute an “Enhancement Provider” with respect
to the Series 2005-1 Notes for all purposes under the Base Indenture, the other
Related Documents and the Insurance Agreement shall constitute an “Enhancement
Agreement” with respect to the Series 2005-1 Notes for all purposes under the
Base Indenture and the other Related Documents. Furthermore, the Insurer shall
be deemed to be a “Secured Party” under the Base Indenture and the Related
Documents to the extent of amounts payable to the Insurer pursuant to this
Series Supplement. Moreover, wherever in the Related Documents money or other
property is assigned, conveyed, granted or held for, a filing is made for,
action is taken for or agreed to be taken for, or a representation or warranty
is made for, the benefit of the Class A Noteholders, the Insurer shall be
deemed to be the Class A Noteholders with respect to 100% of the Series 2005-1
Notes for such purposes. In addition, all provisions of this Series Supplement
(i) requiring the consent (written or otherwise), approval, advice or
satisfaction of the Insurer, (ii) requiring notice to be provided to the
Insurer, (iii) requiring any other action or involvement on the part of the
Insurer, (iv) granting to the Insurer any rights or remedies, (v) taking into
consideration the interests of the Insurer, or the effect of any event or
action on the Insurer or (vi) permitting the Insurer to take any actions, in
each case shall no longer have any effect at any time after the Class A Notes
have been paid in full and the Insurer has been paid all Insurer Fees and all
other Insurer Reimbursement Amounts due under the Insurance Agreement.


 


160





















 


Section 6.7.            Third Party Beneficiary. Each
of the Insurer, Ford, in its capacity as accountholder of a Series 2005-1 Ford
Letter of Credit, and each Interest Rate Hedge Provider is an express third
party beneficiary of (i) the Base Indenture to the extent of provisions
relating to any Enhancement Provider, in the case of the Insurer and the Series
2005-1 Interest Rate Hedge Provider, or to the extent of the provisions
relating to Ford, in the case of Ford and (ii) this Series Supplement.


 


Section 6.8.            Prior Notice by Trustee to
Insurer. Subject to Section 10.1 of the Base Indenture, except for
any period during which an Insurer Default is continuing, the Trustee agrees
that so long as no Amortization Event shall have occurred and be continuing
with respect to any Series of Notes, other than the Series 2005-1 Notes, it
shall not exercise any rights or remedies available to it as a result of the
occurrence of an Amortization Event with respect to the Series 2005-1 Notes
(except those set forth in clauses (j) and (k) of Article III
of this Series Supplement) until after the Trustee has given prior written
notice thereof to the Insurer and obtained the direction of the Insurer, so
long as the Insurer, through operation of Section 6.6 of this Series
Supplement, constitutes the Required Noteholders of the Series 2005-1 Notes. The
Trustee agrees to notify the Insurer promptly following any exercise of rights
or remedies available to it as a result of the occurrence of an Amortization
Event with respect to the Series 2005-1 Notes.


 


Section 6.9.            Subrogation. In furtherance
of and not in limitation of the Insurer’s equitable right of subrogation, each
of the Trustee and HVF acknowledge that, to the extent of any payment made by
the Insurer under the Insurance Policy with respect to interest on or principal
of the Series 2005-1 Notes, the Insurer is to be fully subrogated to the extent
of such payment and any additional interest due on any late payment to the
rights of the Series 2005-1 Noteholders under the Indenture. Each of HVF and
the Trustee agree to such subrogation and, further, agree to take such actions
as the Insurer may reasonably request to evidence such subrogation.


 


Furthermore,
in furtherance of and not in limitation of Ford’s equitable right of
subrogation, each of the Trustee and HVF acknowledge that, to the extent that
Ford LOC Disbursements or amounts on deposit in the Class A Ford Cash
Collateral Account or Class B Ford Cash Collateral Account are applied to pay
interest on or principal of the Series 2005-1 Notes and Ford has reimbursed the
applicable Series 2005-1 Letter of Credit Providers for such Ford LOC
Disbursements or such amounts deposited in the Class A Ford Cash Collateral
Account or the Class B Ford Cash Collateral Account, Ford is to be fully
subrogated to the extent of such payment under the Indenture; provided
such rights shall be subordinated in all respects to the rights of subrogation
of the Insurer set forth in the preceding paragraph and to the rights of the
Noteholders to the payment in full of all amounts owing to them under the
Indenture. Each of HVF and the Trustee agree to such subrogation and, further,
agree to take such actions as Ford may reasonably request to evidence such
subrogation.


 


161





















 


Section 6.10.          Counterparts. This Series
Supplement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.


 


Section 6.11.          Governing Law. This Series Supplement shall be construed in
accordance with the law 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 6.12.          Amendments. This Series
Supplement and any Class B Notes Term Sheet may be modified or amended from
time to time in accordance with the terms of the Base Indenture, provided,  that if, pursuant to the terms of the Base
Indenture or this Series Supplement, the consent of the Required Noteholders is
required for an amendment or modification of this Series Supplement, such
requirement shall be satisfied if such amendment or modification is consented
to by the Required Noteholders with respect to the Series 2005-1 Notes; provided,
further, that, if the consent of the Required Noteholders with respect
to the Series 2005-1 Notes is required for a proposed amendment or modification
of this Series Supplement that does not affect in any material respect one or
more Classes of the Series 2005-1 Notes (as evidenced by an Officer’s
Certificate to such effect), then such requirement shall be satisfied if such
amendment or modification is consented to by the Series 2005-1 Noteholders
representing more than 50% of the aggregate outstanding principal amount of the
Classes of the Series 2005-1 Notes affected by such amendment or modification
(without the necessity of obtaining the consent of the Series 2005-1
Noteholders holding the Classes of the Series 2005-1 Notes not affected by such
amendment or modification); provided, further, that for so long
as any Class B Notes are outstanding, any amendment to any of the Related
Documents that (i) pursuant to the terms of the Base Indenture would require
the consent of the Required Noteholders with respect to the Series 2005-1 Notes
and (ii) would result in a reduction in the amount of Rent payable under the
Lease or would otherwise have the effect of reducing the Enhancement available
to the Class B Notes shall require the consent of Class B Noteholders holding
more than 50% of the Class B Notes. Any amendment to this Series Supplement
that adversely affects in any material respect the interests of an Interest
Rate Hedge Provider shall require the prior written consent of such Interest
Rate Hedge Provider. For so long as the Ford LOC Exposure Amount is greater
than zero, any amendment to any provision of this Series Supplement shall be
subject to Section 6.17 of this Series Supplement. Furthermore, for so
long as any Class A Notes are Outstanding, any amendment, waiver or other
modification pursuant to Section 12.2(iii) of the Base Indenture shall require
the prior written consent of the Insurer, such consent not to be unreasonably
withheld or delayed.


 


Section 6.13.          Termination of Series Supplement.
This Series Supplement shall cease to be of further effect when (i) all
Outstanding Series 2005-1 Notes theretofore authenticated and issued have been
delivered (other than destroyed, lost, or stolen Series 2005-1 Notes which have
been replaced or paid) to the Trustee for cancellation, (ii) HVF has paid all
sums payable hereunder, (iii) the Insurer has been paid all Insurer Fees and
all other Insurer Reimbursement Amounts due under the Insurance Agreement, (iv)
each Interest Rate Hedge Provider has been paid all amounts due and


 


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owing to it from HVF
under its Series 2005-1 Interest Rate Hedge, (v) Ford has been paid all amounts
payable to it hereunder and no amounts are required hereby to be retained in
any Series Account with respect to the Series 2005-1 Notes and (vi) the Series
2005-1 Demand Note Payment Amount is equal to zero or the Class A Non-Ford
Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit
Liquidity Amount are each equal to zero.


 


Section 6.14.          Discharge of Indenture. Notwithstanding
anything to the contrary contained in the Base Indenture, so long as this
Series Supplement shall be in effect in accordance with Section 6.13 of
this Series Supplement, no discharge of the Indenture pursuant to Section
11.1(b) of the Base Indenture shall be effective as to the Series 2005-1
Notes without the consent of the Required Noteholders with respect to the
Series 2005-1 Notes.


 


Section 6.15.          Effect of Payment by Insurer. Anything
in this Series Supplement to the contrary notwithstanding, any payments of
principal of or interest on the Class A Notes that is made with moneys received
pursuant to the terms of the Insurance Policy shall not (except for the purpose
of calculating the Class A-1 Outstanding Principal Amount, the Class A-2
Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount, the
Class A-4 Outstanding Principal Amount, and the Class A-5 Outstanding Principal
Amount be considered payment of the Class A Notes by HVF. The Trustee
acknowledges that, without the need for any further action on the part of the
Insurer, (i) to the extent the Insurer makes payments, directly or indirectly,
on account of principal of or interest on, the Class A Notes to the Trustee for
the benefit of the Class A Noteholders or to the Class A Noteholders (including
any Preference Amounts as defined in the Insurance Policy), the Insurer will be
fully subrogated to the rights of such Class A Noteholders to receive such
principal and interest and will be deemed to the extent of the payments so made
to be a Class A Noteholder and (ii) the Insurer shall be paid principal and
interest in its capacity as a Class A Noteholder until all such payments by the
Insurer have been fully reimbursed, but only from the sources and in the manner
provided in this Series Supplement for payment of such principal and interest
and, in each case, only after the Class A Noteholders have received all
payments of principal and interest due to them under this Series Supplement on
the related Payment Date.


 


Section 6.16.          Interest Rate Hedge Provider Deemed
Secured Party. Each Interest Rate Hedge Provider shall constitute an
“Enhancement Provider” with respect to the Series 2005-1 Notes for all purposes
under the Base Indenture, the other Related Documents and each Series 2005-1
Interest Rate Hedge shall constitute an “Enhancement Agreement” with respect to
the Series 2005-1 Notes for all purposes under the Base Indenture and the other
Related Documents. Furthermore, each Interest Rate Hedge Provider shall be
deemed to be a “Secured Party” under the Base Indenture and the Related
Documents to the extent of amounts payable to such Interest Rate Hedge Provider
under its Series 2005-1 Interest Rate Hedge and pursuant to this Series
Supplement.


 


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Section 6.17.          Ford Covenants. HVF hereby
covenants and agrees with Ford that, only for so long as the Ford LOC Exposure
Amount is greater than zero:


 


(a)           Distributions to HVF. No
amounts will be distributed to HVF pursuant to any provision of the Indenture
if, after giving effect to that distribution, the Fleet Equity Amount would be
less than the Required Minimum Fleet Equity Amount.


 


(b)           Inspection of Property, Books and
Records. It will permit representatives of Ford to visit and inspect any of
its properties and to examine any of its books and records, and to discuss its
affairs, finances and accounts with the Servicer and its officers, directors,
employees and independent public accountants all at such reasonable times and
on reasonable notice and as often as may reasonably be requested (but, prior to
the occurrence of a Potential Amortization Event or an Amortization Event, not
more than twice in any year).


 


(c)           Other Series Supplements. Each
Series Supplement will provide for the payment of Ford Reimbursement
Obligations prior to any distribution or other release of funds to HVF
thereunder and prior to any payment of any termination payments under Swap
Agreements; provided, however, that on or prior to January 6,
2006, the Series 2002-1 Supplement, dated as of September 18, 2002, by and
between HVF and the Trustee, as amended, supplemented or otherwise modified
from time to time, will not be required to provide for any payment of Ford
Reimbursement Obligations.


 


(d)           No Amendments. It will not,
without the prior written consent of Ford (which consent shall not be
unreasonably withheld or delayed), (i) extend or otherwise modify the
Three-Year Notes Expected Final Payment Date, the Four-Year Notes Expected
Final Payment Date, the Five-Year Notes Expected Final Payment Date, the
Three-Year Notes Legal Final Payment Date, the Four-Year Notes Legal Final
Payment Date or the Five-Year Notes Legal Final Payment Date, (ii) amend,
modify or waive Sections 2.2(d), (e) and (f), 2.3(d)
and (e), 2.5(a), (b), and (d), 2.7(e) and (f),
2.8(b), (c), (e), (f)(I), (g), (h), (i),
(j) and (k), 2.12, 2.13(e) and (f), 2.14(b),
(c), (e), (f)(I), (g), (h), (i), (j)
and (k), 2.16, 6.5, 6.7, 6.9  6.12, 6.13
and 6.17 of this Series Supplement or any other provision of the Series
2005-1 Supplement providing for drawings on the Series 2005-1 Letters of Credit
or withdrawals from the Class A Reserve Account or the Class B Reserve Account
or the payment by HVF of Ford Reimbursement Obligations or any terms used in
such provisions, (iii) amend, modify or waive the definitions of Fleet Equity
Amount, Fleet Equity Condition, or Required Minimum Fleet Equity Amount, or the
effect of the use of those terms to prohibit certain payments, (iv)
amend, modify or waive any of the provisions of any other Series Supplement
providing for the payment by HVF of Ford Reimbursement Obligations, (v) amend,
modify or waive the provisions of Sections 5.2(b) or 5.2(d) of the Base
Indenture or (vi) amend, modify or waive the Base Indenture, enter into any
Series Supplement or amend, modify or waive any Series Supplement in a manner
that provides for an invested percentage calculation that is different than
that contained in the Series Supplements relating to the Series of Notes being
issued on the Series 2005-1 Closing Date.


 


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(e)           Outstanding Letters of Credit.
After the Series 2005-1 Closing Date, it will not, without the prior written
consent of Ford (which consent shall not be unreasonably withheld or delayed)
obtain a Class A Non-Ford Letter of Credit for so long as any Class B Ford
Letters of Credit remain outstanding.


 


Section 6.18.          Issuances of Class B Notes.


 


(a)           Notwithstanding the inclusion of
Class B Notes in this Series Supplement, no Class B Notes will be issued on the
Series 2005-1 Closing Date. Until such time as Class B Notes are issued, all
provisions relating to the Class B Notes (other than the provisions of this Section
6.18) contained herein, shall be disregarded. From time to time on any
Distribution Date prior to the Expected Final Payment Date for a Class of Class
B Notes, HVF, subject to the conditions set forth in clause (b) below, may
issue Class B Notes of such Class.


 


(b)           Class B Notes may be issued only upon
satisfaction of the following conditions:


 


(i)  The Trustee
shall have received a Company Request at least two (2) Business Days (or such
shorter time as is acceptable to the Trustee) in advance of the related Series
2005-1 Class B Notes Closing Date requesting that the Trustee authenticate and
deliver one or more Classes of Class B Notes specified in such Company Request;


 


(ii)  The
Trustee shall have received a Company Order authorizing and directing the
authentication and delivery of one or more Classes of Class B Notes, to be
issued pursuant to this Series Supplement, as supplemented by the Class B Notes
Term Sheet with respect to such Class or Classes of Class B Notes, by the
Trustee and specifying the designation of such Class or Classes of Class B
Notes, the Initial Principal Amount (or the method for calculating the Initial
Principal Amount) of such Class or Classes of Class B Notes to be authenticated
and the Note Rate with respect to such Class or Classes of Class B Notes;


 


(iii)  The
Trustee shall have received an Officer’s Certificate of HVF dated as of the
applicable Series 2005-1 Class B Notes Closing Date to the effect that:


 


(A) no
Amortization Event, Limited Liquidation Event of Default, Potential
Amortization Event or Enhancement Deficiency with respect to any Series of
Notes Outstanding is continuing or will occur as a result of the issuance of
such Class or Classes of Class B Notes,


 


(B) no Liquidation
Event of Default, Aggregate Asset Amount Deficiency, Manufacturer Event of
Default, Operating Lease Event of Default, Potential Operating Lease Event of
Default or Potential Manufacturer


 


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Event of Default
is continuing or will occur as a result of the issuance of such Class or
Classes of Class B Notes, and


 


(C) all conditions
precedent provided in the Base Indenture and this Series Supplement with
respect to the authentication and delivery of such Class or Classes of Class B
Notes have been satisfied;


 


(iv)  a Class B
Notes Term Sheet, substantially in the form of Annex A hereto, shall
have been executed by HVF and the Trustee;


 


(v)  the Series
2005-1 Rating Agency Condition shall have been satisfied in respect of the
issuance of such Class or Classes of Class B Notes;


 


(vi) for so long as any Class B Notes are Outstanding,
one or more Series 2005-1 Interest Rate Hedges have been acquired from one or
more Eligible Interest Rate Hedge Provider in an aggregate initial notional
amount equal to the aggregate Principal Amount of the Class B Notes issued,
each with a strike rate equal to no more than 5.50% or as otherwise agreed by
Fitch and each other Rating Agency rating the Class B Notes and that otherwise
satisfies Section 2.11 of this Series Supplement;


 


(vii)  the
excess of the principal amount of any of the Class B Notes over their issue
price will not exceed the maximum amount permitted under the Code without the
creation of an original issue discount,


 


(viii)  the Trustee
shall have received opinions of counsel substantially similar to those received
in connection with the offering and sale of the Class A Notes, including
without limitation, opinions to the effect that:


 


(A) the Class B
Notes will be characterized as indebtedness for federal income tax purposes,


 


(B) the issuance
of the Class B Notes will not affect adversely the United States federal income
tax characterization of any Series of Notes outstanding or Class thereof that
was (based upon on Opinion of Counsel) characterized as debt at the time of
their issuance and HVF will not be classified as an association or as a
publicly traded partnership taxable as a corporation for United States federal
income tax purposes,


 


(C) all instruments furnished to the Trustee
conform to the requirements of the Base Indenture and this Series Supplement
and constitute all the documents required to be delivered hereunder and
thereunder for the Trustee to authenticate and deliver the Class B Notes, and
all conditions precedent provided for in the Base Indenture and this Series
Supplement with respect to the authentication and delivery of the Class B Notes
have been complied with,


 


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(D) the Class B Notes Term Sheet with respect to the Class or Classes
of Class B Notes being issued on such Series 2005-1 Class B Notes Closing Date
has been duly authorized, executed and delivered by HVF,


 


(E) the Class B Notes being issued on such Series 2005-1 Class B Notes
Closing Date have been duly authorized and executed and, when authenticated and
delivered in accordance with the provisions of the Base Indenture and this
Series Supplement, will constitute valid, binding and enforceable obligations
of HVF entitled to the benefits of the Base Indenture and this Series
Supplement, subject, in the case of enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally and to general principles of equity,


 


(F) each of the Class B Notes Term Sheets with respect
to Class B Notes being issued on such Series 2005-1 Class B Notes Closing Date
and this Series Supplement, as supplemented thereby, is a legal, valid and
binding agreement of HVF, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors’ rights generally and to general principles of equity; and


 


(vi) such other documents, instruments,
certifications, agreements or other items as the Trustee may reasonably
require.


 


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IN WITNESS WHEREOF, HVF and the Trustee have caused
this Series Supplement to be duly executed by their respective officers
hereunto duly authorized as of the day and year first above written.


 


	
   

  	
  HERTZ
  VEHICLE FINANCING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Robert H. Rillings

  	
   

  
	
   

  	
  Name:

  	
  Robert
  H. Rillings

  
	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
  BNY
  MIDWEST TRUST COMPANY,

  
	
   

  	
     as
  Trustee,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Eric A. Lindahl

  	
   

  
	
   

  	
  Name:

  	
  Eric
  A. Lindahl

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


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