Exhibit 4.9.5


 


HERTZ VEHICLE FINANCING LLC,


 


as Issuer


 


and


 


BNY MIDWEST TRUST COMPANY,


 


as Trustee and Securities Intermediary


 






 


SERIES 2005-4 SUPPLEMENT


 


dated as of December 21, 2005


 


to


 


AMENDED AND RESTATED

BASE INDENTURE


 


dated as of December 21, 2005


 






 


$250,000,000 Series 2005-4
Variable Funding Rental Car Asset Backed Notes, Class A

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

Series 2005-4 Fixed Rate Rental Car Asset Backed Notes, Class B-2


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  INITIAL ISSUANCE AND INCREASES AND
  DECREASES OF PRINCIPAL AMOUNT OF CLASS A NOTES

  	
  60

  
	
  Section 2.1.

  	
  Initial Issuance; Procedure for Increasing the Class A
  Principal Amount

  	
  60

  
	
  Section 2.2.

  	
  Procedure for Decreasing the Class A Principal
  Amount

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  SERIES 2005-4 ALLOCATIONS

  	
  63

  
	
  Section 3.1.

  	
  Series 2005-4 Series Accounts

  	
  63

  
	
  Section 3.2.

  	
  Allocations with Respect to the Series 2005-4
  Notes

  	
  64

  
	
  Section 3.3.

  	
  Application of Interest Collections

  	
  69

  
	
  Section 3.4.

  	
  Payment of Note Interest

  	
  78

  
	
  Section 3.5.

  	
  Payment of Note Principal

  	
  78

  
	
  Section 3.6.

  	
  Payment by Wire Transfer

  	
  88

  
	
  Section 3.7.

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

  	
  88

  
	
  Section 3.8.

  	
  Class A Reserve Account

  	
  89

  
	
  Section 3.9.

  	
  Class A Letters of Credit and Class A Cash
  Collateral Accounts

  	
  91

  
	
  Section 3.10.

  	
  Series 2005-4 Distribution Account

  	
  98

  
	
  Section 3.11.

  	
  Trustee as Securities Intermediary

  	
  100

  
	
  Section 3.12.

  	
  Series 2005-4 Interest Rate Hedges

  	
  101

  
	
  Section 3.13.

  	
  Series 2005-4 Demand Note Constitutes
  Additional Collateral for Series 2005-4 Notes

  	
  103

  
	
  Section 3.14.

  	
  Class B Reserve Account

  	
  107

  
	
  Section 3.15.

  	
  Class B Letters of Credit and Class B Cash
  Collateral Account

  	
  109

  
	
  Section 3.16.

  	
  Subordination of Class B Notes.

  	
  117

  
	
  Section 3.17.

  	
  Reimbursement Obligation

  	
  117

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  AMORTIZATION EVENTS

  	
  119

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  RESERVED

  	
  121

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  FORM OF SERIES 2005-4 NOTES

  	
  121

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Issuance of Class A Notes

  	
  121

  
	
  Section 6.2.

  	
  Issuance of Class B Notes

  	
  121

  
					



 

















 


	
  Section 6.3.

  	
  Transfer of Class A Notes

  	
  122

  
	
  Section 6.4.

  	
  Transfer of Class B Notes

  	
  124

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  GENERAL

  	
  128

  
	
  Section 7.1.

  	
  Optional Redemption of Class A Notes

  	
  128

  
	
  Section 7.2.

  	
  Optional Redemption of Class B Notes

  	
  129

  
	
  Section 7.3.

  	
  Information

  	
  129

  
	
  Section 7.4.

  	
  Exhibits

  	
  132

  
	
  Section 7.5.

  	
  Ratification of Base Indenture

  	
  132

  
	
  Section 7.6.

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

  	
  133

  
	
  Section 7.7.

  	
  Insurer Deemed Class A Noteholder and Secured
  Party

  	
  133

  
	
  Section 7.8.

  	
  Third Party Beneficiary

  	
  134

  
	
  Section 7.9.

  	
  Prior Notice by Trustee to Insurer

  	
  134

  
	
  Section 7.10.

  	
  Subrogation

  	
  134

  
	
  Section 7.11.

  	
  Counterparts

  	
  135

  
	
  Section 7.12.

  	
  Governing Law

  	
  135

  
	
  Section 7.13.

  	
  Amendments

  	
  135

  
	
  Section 7.14.

  	
  Termination of Series Supplement

  	
  136

  
	
  Section 7.15.

  	
  Discharge of Indenture

  	
  136

  
	
  Section 7.16.

  	
  Effect of Payment by Insurer

  	
  136

  
	
  Section 7.17.

  	
  Interest Rate Hedge Provider Deemed Secured Party

  	
  137

  
	
  Section 7.18.

  	
  Ford Covenants

  	
  137

  
	
  Section 7.19.

  	
  Issuances of Class B Notes

  	
  138

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1:

  	
  Series 2005-4 Variable Funding Rental
  Car Asset Backed Notes, Class A

  	
   

  
	
  Exhibit A-2-1:

  	
  Form of Restricted Global Class B-1
  Note

  	
   

  
	
  Exhibit A-2-2:

  	
  Form of Regulation S Global Class B-1
  Note

  	
   

  
	
  Exhibit A-2-3:

  	
  Form of Unrestricted Global Class B-1
  Note

  	
   

  
	
  Exhibit A-3-1:

  	
  Form of Restricted Global Class B-2
  Note

  	
   

  
	
  Exhibit A-3-2:

  	
  Form of Regulation S Global Class B-2
  Note

  	
   

  
	
  Exhibit A-3-3:

  	
  Form of Unrestricted Global Class B-2
  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:

  	
  Form of Purchaser’s Letter

  	
   

  
	
  Exhibit F-1:

  	
  Form of Class A Transfer
  Certificate

  	
   

  
	
  Exhibit F-2:

  	
  Form of Restricted Global Note
  Transfer Certificates

  	
   

  
	
  Exhibit F-3:

  	
  Form of Regulation S Global Note
  Transfer Certificates

  	
   

  
	
  Exhibit F-4:

  	
  Form of Unrestricted Global Note
  Transfer Certificates

  	
   

  
	
  Exhibit G:

  	
  Form of Monthly Noteholders’ Statement

  	
   

  
	
  Exhibit H:

  	
  Form of Series 2005-4 Demand Note

  	
   

  
	
  Exhibit I:

  	
  Form of Estimated Interest Adjustment
  Notice

  	
   

  
	
   

  	
   

  	
   

  
	
  ANNEXES

  
	
   

  	
   

  	
   

  
	
  Annex A:

  	
  Form of Class B Notes Term Sheet

  	
   

  
				



 

















 


SERIES 2005-4
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 2005-4. On the Series 2005-4
Closing Date, one class of Series 2005-4 Variable Funding Rental Car
Asset Backed Notes, Class A shall be issued, and be referred to herein as
the “Class A Notes”. At any time prior to the Expected Final
Payment Date for the Class of Class B Notes issued, additional Series 2005-4
Notes may be issued in up to two classes: the first of which shall be designated
as the Series 2005-4 Floating Rate Rental Car Asset Backed Notes, Class B-1,
and referred to herein as the Class B-1 Notes and the second of which
shall be designated as the Series 2005-4 Fixed Rate Rental Car Asset
Backed Notes, Class B-2, and referred to herein as the Class B-2
Notes. The Class B-1 Notes and the Class B-2 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 2005-4
Notes.”  The Class B 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 Series 2005-4 Notes shall be deposited in
the Series 2005-4 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 2005-4 Class B Notes Closing Date or
for other purposes permitted under the Related Documents.


 


2

















 


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 or the Class A Note
Purchase Agreement; provided, however, that to the extent any
capitalized term used but not defined herein has a meaning assigned to such
term in both the Definitions List attached to the Base Indenture as Schedule I
thereto and the Class A Note Purchase Agreement, then the meaning given to
such term in the Definitions List attached to the Base Indenture as Schedule I
shall apply. 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 2005-4
Notes and not to any other Series of Notes issued by HVF. All references
herein to the “Series 2005-4 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 2005-4 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:


 


“Additional
Payment Date” has the meaning specified in Section 3.3(k) of
this Series Supplement.


 


“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 2005-4
Collection Account and available for reduction of the Series 2005-4
Principal Amount and (2) the amount of cash and Permitted Investments on
deposit in the Series 2005-4 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.


 


“Annualized
Financing Cost” means, with respect to any Series 2005-3 Interest
Period, the amounts payable pursuant to Sections 3.3(b)(i), (ii) and
(iv) of this Series Supplement with respect to such Series 2005-4
Interest Period, expressed as an annual percent of the Class A Principal
Amount.


 


“Applicable
Procedures” has the meaning specified in Section 6.2 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.


 


3

















 


“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 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


 


4

















 


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 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 B-1 Note Rate.


 


5

















 


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


 


“Class A
Adjusted Daily Interest Amount” means, for any day in a Series 2005-4
Interest Period, an amount equal to the result of (a) the product of (i) the
Class A Note Rate for such Series 2005-4 Interest Period and (ii) the
Class A Outstanding Principal Amount as of the close of business on such
date, divided by (b) 360.


 


“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 2005-4 Letter of Credit if at the time of such calculation (A) such
Series 2005-4 Letter of Credit shall not be in full force and effect, (B) an
Event of Bankruptcy shall have occurred with respect to the Series 2005-4
Letter of Credit Provider of such Series 2005-4 Letter of Credit, (C) such
Series 2005-4 Letter of Credit Provider shall have repudiated such Series 2005-4
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 2005-4
Letter of Credit Provider of such Series 2005-4 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 2005-4 Letter
of Credit Provider of such Series 2005-4 Letter of Credit.


 


“Class A
Adjusted Monthly Interest” means, with respect to any Payment Date, the sum
of (i) the Class A Adjusted Daily Interest Amount for each day in the
related Series 2005-4 Interest Period, plus (ii) all
previously due and unpaid amounts described in clause (i) with
respect to prior Series 2005-4 Interest Periods (together with interest on
such unpaid amounts required to be paid in this clause (ii) at the Class A
Note Rate), plus (iii) the Undrawn Facility Fee for such Payment
Date, calculated in accordance with Section 3.02(b) of the Class A
Note Purchase Agreement, minus (iv) the amount of any interest
payments made to the Class A Noteholders during such Series 2005-4
Interest Period pursuant to Section 3.3(k) of this Series Supplement.


 


“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 2005-4 Excess Collection Account and (2) the
amount of cash and Permitted Investments on deposit in the Series 2005-4
Collection Account and available for reduction of the Class A Principal
Amount, in each case, as of such date.


 


6

















 


“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 2005-4 Revolving Period as of the end of the
immediately preceding Related Month (or, until the end of the initial Related
Month after the Series 2005-4 Closing Date, on the Series 2005-4
Closing Date), or, during the Series 2005-4 Rapid Amortization Period, as
of the end of the Series 2005-4 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 2005-4 Closing Date, as of the Series 2005-4
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
Base Rate Tranche” means that portion of the Class A Principal Amount
purchased or maintained with Class A Advances which bear interest by
reference to the Class A Base Rate.


 


“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


 


7

















 


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.


 


“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
Commercial Paper” means the promissory notes of each Class A
Noteholder issued by such Class A Noteholder in the commercial paper
market and allocated to the funding of Class A Advances in respect of the Class A
Notes.


 


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


 


“Class A
Daily Interest Amount” means, for any day in a Series 2005-4 Interest
Period, an amount equal to the result of (a) the product of (i) the Class A
Note Rate for such Series 2005-4 Interest Period and (ii) the Class A
Principal Amount as of the close of business on such date divided by (b) 360;
provided, that the aggregate principal amount of any Class A Notes
that have been redeemed with the proceeds of a draw on the Insurance Policy
shall be deemed to accrue interest at the Late Payment Rate (as defined in the
Insurance Agreement).


 


“Class A
Deficiency Amount” has the meaning specified in Section 3.3(g) of
this Series Supplement.


 


“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 3.9(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


 


8

















 


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 2005-4 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.


 


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


 


 “Class A Excess Principal Event”
shall be deemed to have occurred if, on any date, the Class A Outstanding
Principal Amount exceeds the Class A Maximum Principal Amount.


 


9

















 


“Class A
Initial Principal Amount” means the aggregate initial principal amount of
the Class A Notes, which is $0.


 


“Class A
Investor Group” has the meaning set forth in the Class A Note Purchase
Agreement.


 


“Class A
Investor Group Principal Amount” has the meaning set forth in the Class A
Note Purchase Agreement.


 


“Class A
Ford Cash Collateral Account” has the meaning specified in Section 3.9(g)(I)
of this Series Supplement.


 


“Class A
Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.9(a)(I)
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 2005-4
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 2005-4 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 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 3.9 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
Hedged Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the portion of the
Principal Amount of the Class A Notes that is supported by a Series 2005-4
Interest Rate Hedge as of such date and the denominator of which is the Class A
Principal Amount as of such date.


 


10

















 


“Class A
Hedged Required Non-Eligible Vehicle Enhancement Percentage” means 20% (or
such lower percentage as may be agreed to by HVF and the Rating Agencies,
subject to satisfaction of the Series 2005-4 Rating Agency Condition).


 


“Class A
Hedged Required Other Non-Investment Grade Manufacturer Vehicle Enhancement
Percentage” means 29.75% (or such lower percentage as may be agreed to
by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-4
Rating Agency Condition).


 


“Class A
Hedged Required Program Vehicle Enhancement Percentage” means 15% (or such
lower percentage as may be agreed to by HVF and the Rating Agencies,
subject to satisfaction of the Series 2005-4 Rating Agency Condition).


 


“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 2005-4
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 2005-4 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 2005-4
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 3.9(g) 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


 


11

















 


the same may be
amended, restated, modified or supplemented from time to time in accordance
with its terms.


 


“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
Maximum Investor Group Principal Amount” has the meaning set forth in the Class A
Note Purchase Agreement.


 


“Class A
Maximum Principal Amount” means, $250,000,000; provided that such
amount may be reduced at any time and from time to time by written
agreement among HVF, each Class A Noteholder, the Administrative Agent,
each Class A Committed Note Purchaser and the Insurer in accordance with
the terms of the Class A Note Purchase Agreement.


 


“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.


 


12

















 


“Class A
Monthly Default Interest Amount” means, with respect to any Payment Date,
the sum of (i) an amount equal to the result of (a) the product of
(x) 2.0%, (y) the Class A Principal Amount as of the close of business on
such date and (z) the actual number of days in the related Series 2005-4
Interest Period during which an Amortization Event has occurred and is
continuing with respect to the Series 2005-4 Notes divided by (b) 360,
plus (ii) all previously due and unpaid amounts described in clause
(i) with respect to prior Series 2005-4 Interest Periods
(together with interest on such unpaid amounts required to be paid in this clause
(ii) at the rate specified in clause (i)).


 


“Class A
Monthly Interest” means, with respect to any Payment Date, the sum of (i) the
Class A Daily Interest Amount for each day in the related Series 2005-4
Interest Period, plus (ii) all previously due and unpaid amounts
described in clause (i) with respect to prior Series 2005-4
Interest Periods (together with interest on such unpaid amounts required to be
paid in this clause (ii) at the Class A Note Rate), plus
(iii) any Indenture Carrying Charges due to the Class A Noteholders
and unpaid as of such Payment Date (including, without limitation, the Program
Fee and the Undrawn Facility Fee for such Payment Date), minus (iv) the
amount of any interest payments made to the Class A Noteholders during
such Series 2005-4 Interest Period pursuant to Section 3.3(k)
of this Series Supplement.


 


“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 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 3.9(g)(II)
of this Series Supplement.


 


“Class A
Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.9(a)(II)
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


 


13

















 


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 3.9 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 2005-4 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 3.9 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.


 


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


 


“Class A
Note Purchase Agreement” means the Note Purchase Agreement, dated as of December 21,
2005, among HVF, the Class A Noteholders, the Administrative Agent, the
Administrator, the Class A Funding Agents and the Class A Committed
Note Purchasers, pursuant to which the Class A Noteholders have agreed to
purchase the Class A Notes from HVF, subject to the terms and conditions
set forth therein, as amended, supplemented, restated or otherwise modified
from time to time.


 


14

















 


“Class A
Note Rate” means, for any Series 2005-4 Interest Period, the sum of (i) the
weighted average of the CP Rates applicable to the Class A CP Tranche and
the weighted average of the Class A Eurodollar Rates (Reserve Adjusted)
applicable to the Class A Eurodollar Tranche and the weighted average of
the Class A Base Rates applicable to the Class A Base Rate Tranche,
in each case for the Series 2005-4 Interest Period and (ii) the Class A
Program Fee Rate as defined in the Class A Note Purchase Agreement; provided,
however, that the Class A Note Rate will in no event be higher than
the maximum rate permitted by applicable law.


 


“Class A
Notes” means any one of the Series 2005-4 Variable Funding Rental Car
Asset Backed Notes, Class A, executed by HVF and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-1.


 


“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, when used with respect to any date, an
amount equal to (a) the Class A Initial Principal Amount minus
(b) the amount of principal payments (whether pursuant to a Decrease, a
redemption or otherwise) made to the Class A Noteholders on or prior to
such date plus (c) any Increases in the Class A Principal
Amount pursuant to Section 2.1(a) of this Series Supplement
on or prior to such date; provided that at no time may the Class A
Outstanding Principal Amount exceed the Class A Maximum Principal Amount.


 


 “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.


 


 “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 2005-4
Principal Amount.


 


“Class A
Preference Amount” means any amount previously paid by Hertz pursuant to
the Series 2005-4 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


 


15

















 


pursuant to
the Bankruptcy Code in accordance with a final nonappealable order of a court
having competent jurisdiction.


 


“Class A
Principal Amount” means when used with respect to any date, an amount equal
to the Class A Outstanding Principal Amount plus the sum of (a) the
amount of any principal payments made to Class A 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 Noteholders, including
any principal payments made to the Insurer, that have been rescinded or
otherwise returned by the Class A Noteholders or the Insurer for any
reason.


 


“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 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 2005-4
Liquidity Amount on such date and (b) the Series 2005-4 Required
Liquidity Amount on such date.


 


“Class A
Repurchase Amount” has the meaning specified in Section 7.1 of
this Series Supplement.


 


“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 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 2005-4 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 (l) 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 2005-4
Limited Liquidation Event of Default and


 


16

















 


(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 2005-4 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 2005-4 Maximum Non-Eligible
Vehicle Amount as of such immediately preceding Business Day, (2) the
excess, if any, of the Hyundai Amount over the Series 2005-4 Maximum
Hyundai Amount as of such immediately preceding Business Day, (3) the
excess, if any, of the Jaguar Amount over the Series 2005-4 Maximum Jaguar
Amount as of such immediately preceding Business Day, (4) the excess, if
any, of the Kia Amount over the Series 2005-4 Maximum Kia Amount as of
such immediately preceding Business Day, (5) the excess, if any, of the
Land Rover Amount over the Series 2005-4 Maximum Land Rover Amount as of
such immediately preceding Business Day, (6) the excess, if any, of the
Mazda Amount over the Series 2005-4 Maximum Mazda Amount as of such
immediately preceding Business Day, (7) the excess, if any, of the
Mitsubishi Amount over the Series 2005-4 Maximum Mitsubishi Amount as of
such immediately preceding Business Day, (8) the excess, if any, of the
Subaru Amount over the Series 2005-4 Maximum Subaru Amount as of such
immediately preceding Business Day, (9) the excess, if any, of the Volvo
Amount over the Series 2005-4 Maximum Volvo Amount as of such immediately
preceding Business Day, (10) the excess, if any, of the Non-Eligible
Manufacturer Amount over the Series 2005-4 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 2005-4 Maximum
Manufacturer Non-Eligible Vehicle Amount as of such immediately


 


17

















 


preceding
Business Day, (12) the excess, if any, of the Audi Amount over the Series 2005-4
Maximum Audi Amount as of such immediately preceding Business Day, (13) the
excess, if any of the BMW Amount over the Series 2005-4 Maximum BMW Amount
as of such immediately preceding Business Day, (14) the excess, if any of the
Lexus Amount over the Series 2005-4 Maximum Lexus Amount as of such
immediately preceding Business Day, (15) the excess, if any of the Mercedes
Amount over the Series 2005-4 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 2005-4 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 2005-4
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 2005-4 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 Weighted Average
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 Weighted Average 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) 28.25% (or such lower percentage as may be agreed to
by HVF and the Rating Agencies subject to the Series 2005-4 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 Weighted Average 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 Weighted Average 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.


 


“Class A
Required Liquidity Percentage” means, as of any date of determination, the
sum of (i) the product of (x) 3.75% and (y) the Class A Hedged
Percentage and (ii) the product of (x) 50.00%, (y) the Annualized
Financing Cost and (z) the Class A Unhedged Percentage.


 


“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.


 


18

















 


“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 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 2005-4 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 3.8(a) of
this Series Supplement.


 


“Class A Reserve Account Collateral” has the meaning
specified in Section 3.8(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
Unhedged Percentage” means as of any date of determination, the result of
100% minus the Class A Hedged Percentage, as of such date.


 


“Class A
Unhedged Required Non-Eligible Vehicle Enhancement Percentage” means 22.50%
(or such lower percentage as may be agreed to by HVF and the Rating
Agencies, subject to satisfaction of the Series 2005-4 Rating Agency
Condition).


 


“Class A
Unhedged Required Other Non-Investment Grade Manufacturer Vehicle Enhancement
Percentage” means 32.25% (or such lower percentage as may be agreed to
by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-4
Rating Agency Condition).


 


“Class A
Unhedged Required Program Vehicle Enhancement Percentage” means 17.25% (or
such lower percentage as may be agreed to by HVF and the Rating Agencies,
subject to satisfaction of the Series 2005-4 Rating Agency Condition).


 


“Class A
Weighted Average Required Non-Eligible Vehicle Enhancement Percentage”
means, as of any date of determination, the sum of (i) the product of the


 


19

















 


Class A
Hedged Percentage as of such date times the Class A Hedged Required
Non-Eligible Vehicle Enhancement Percentage, (ii) the product of the Class A
Unhedged Percentage as of such date times the Class A Unhedged Required
Non-Eligible Vehicle Enhancement Percentage and (iii) 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 2005-4
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 2005-4 Closing Date).


 


“Class A
Weighted Average Required Other Non-Investment Grade Manufacturer Vehicle
Enhancement Percentage” means, as of any date of determination, the sum of (i) the
product of the Class A Hedged Percentage as of such date times the Class A
Hedged Required Other Non-Investment Grade Manufacturer Vehicle Enhancement
Percentage, (ii) the product of the Class A Unhedged Percentage as of
such date times the Class A Unhedged Required Other Non-Investment Grade
Manufacturer Vehicle Enhancement Percentage and (iii) 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 2005-4
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 2005-4 Closing Date).


 


“Class A
Weighted Average Required Program Vehicle Enhancement Percentage” means, as
of any date of determination, the sum of (i) the product of the Class A
Hedged Percentage as of such date times the Class A Hedged Required
Program Vehicle Enhancement Percentage and (ii) the product of the Class A
Unhedged Percentage as of such date times the Class A Unhedged Required
Program Vehicle Enhancement Percentage.


 


“Class B
Adjusted Enhancement Amount” means, the Class B Enhancement 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 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.


 


20

















 


“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 2005-4 Excess
Collection Account and (2) the amount of cash and Permitted Investments on
deposit in the Series 2005-4 Collection Account and available for
reduction of the Series 2005-4 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.


 


“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.


 


21

















 


“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 or a Class B-2
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 3.15(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 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.


 


22

















 


“Class B
Ford Cash Collateral Account” has the meaning specified in Section 3.15(g)(I)
of this Series Supplement.


 


“Class B
Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.15(a)(I)
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 2005-4
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 3.9 of this 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 3.15(g) 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.


 


23

















 


“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.


 


“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 2005-4 Interest
Period, the sum of Class B-1 Monthly Interest and Class B-2 Monthly
Interest for such Series 2005-4 Interest Period.


 


“Class B
Non-Ford Cash Collateral Account” has the meaning specified in Section 3.15(g)(II)
of this Series Supplement.


 


“Class B
Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.15(a)(II)
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


 


24

















 


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 2005-4 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 3.15 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 2005-4
Demand Note on such date minus (y) the Class A Non-Ford Letter of Credit
Amount.


 


“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 3.9 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 and the Class B-2
Noteholders.


 


“Class B
Notes” means, collectively, the Class B-1 Notes and the Class B-2
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 2005-4
Asset Amount over the Series 2005-4 Adjusted Principal Amount, in each
case as of such date.


 


25

















 


“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 2005-4 Principal Amount.


 


“Class B
Preference Amount” means any amount previously paid by Hertz pursuant to
the Series 2005-4 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 and the Class B-2 Principal Amount.


 


“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 2005-4 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 2005-4 Limited Liquidation
Event of Default, the Class B Required Enhancement Amount shall equal the
lesser of (x) the Series 2005-4 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 2005-4 Adjusted
Principal Amount as of the date of the occurrence of such Series 2005-4
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 2005-4 Closing Date, $0; and


 


(ii)                                  as
of any date thereafter, the product of (A) the Series 2005-4 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 2005-4 Maximum Non-Eligible
Vehicle Amount as of such immediately preceding Business Day, (2) the
excess, if any, of the Hyundai Amount over the Series 2005-4 Maximum
Hyundai Amount as of such immediately preceding Business Day, (3) the
excess, if any, of the Jaguar Amount over the Series 2005-4 Maximum Jaguar
Amount as


 


26

















 


of such
immediately preceding Business Day, (4) the excess, if any, of the Kia
Amount over the Series 2005-4 Maximum Kia Amount as of such immediately
preceding Business Day, (5) the excess, if any, of the Land Rover Amount
over the Series 2005-4 Maximum Land Rover Amount as of such immediately
preceding Business Day, (6) the excess, if any, of the Mazda Amount over
the Series 2005-4 Maximum Mazda Amount as of such immediately preceding
Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2005-4
Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the
excess, if any, of the Subaru Amount over the Series 2005-4 Maximum Subaru
Amount as of such immediately preceding Business Day, (9) the excess, if
any, of the Volvo Amount over the Series 2005-4 Maximum Volvo Amount as of
such immediately preceding Business Day, (10) the excess, if any, of the
Non-Eligible Manufacturer Amount over the Series 2005-4 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 2005-4
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 2005-4
Maximum Audi Amount as of such immediately preceding Business Day, (13) the
excess, if any of the BMW Amount over the Series 2005-4 Maximum BMW Amount
as of such immediately preceding Business Day, (14) the excess, if any of the
Lexus Amount over the Series 2005-4 Maximum Lexus Amount as of such
immediately preceding Business Day, (15) the excess, if any of the Mercedes
Amount over the Series 2005-4 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 2005-4 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 2005-4 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.


 


27

















 


“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 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 2005-4 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 3.14(a) of
this Series Supplement.


 


“Class B Reserve Account Collateral” has the meaning
specified in Section 3.14(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
Deficiency Amount” has the meaning specified in Section 3.3(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 2005-4 Interest
Period, an amount equal to the product of (i) the Class B-1 Note Rate
for such Series 2005-4 Interest Period, (ii) the Class B-1
Principal Amount on the first day of such Series 2005-4 Interest Period,
after giving effect to any principal payments made on such date, or, in the
case of the initial Series 2005-4 Interest Period, the Class B-1
Initial


 


28

















 


Principal
Amount and (iii) a fraction, the numerator of which is the number of days
in such Series 2005-4 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 2005-4 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-2-1,
Exhibit A-2-2 or Exhibit A-2-3. 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 Class B-1 Principal
Amount and the denominator of which is the sum of the Class B-1 Principal
Amount and the Class B-2 Principal Amount.


 


“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.


 


“Class B-2
Deficiency Amount” has the meaning specified in Section 3.3(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 2005-4 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-3-1, Exhibit A-3-2
or Exhibit A-3-3. 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.


 


29

















 


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


 


“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 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 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 2005-4 Notes held by HVF or any
Affiliate of HVF).


 


“Decrease”
means a Mandatory Decrease or a Voluntary Decrease, as applicable.


 


30

















 


“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 3.13(d) of this Series Supplement.


 


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


 


“Eligible
Interest Rate Hedge Provider” means a counterparty to a Series 2005-4
Interest Rate Hedge who is a bank or other financial institution, that (A) has,
or has all of its obligations under its Series 2005-4 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 2005-4 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 2005-4 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 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


 


31

















 


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.


 


“Estimated
Interest” has the meaning specified in Section 3.3(b) of
this Series Supplement.


 


“Estimated
Interest Adjustment Amount” means, with respect to any Determination Date,
the result (whether a positive or negative number) of (i) the actual
amount of Class A Adjusted Monthly Interest that accrued during the
Estimated Interest Period which commenced on the immediately preceding
Determination Date minus (ii) the Estimated Interest with respect to such
Estimated Interest Period.


 


“Estimated
Interest Adjustment Notice” has the meaning specified in Section 3.3(b) of
this Series Supplement.


 


“Estimated
Interest Period” has the meaning specified in Section 3.3(b) of
this Series Supplement.


 


“Expected
Final Payment Date” means the December 2009 Payment Date.


 


“Financial
Assets” has the meaning specified in Section 3.11(b)(i) of
this Series Supplement.


 


“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 2005-4 Excess Collection Account
after the required application of such funds in accordance with the


 


32

















 


priorities set
forth in clauses (i) through (v) of Section 2.2(f) of
this Series Supplement as of such date, (vi) the Series 2005-4
Collection Account and available for reduction of the Series 2005-4
Principal Amount as of such date, (vii) any Series-Specific Excess
Collection Account (other than the Series 2005-4 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 2005-4
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 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 3.17 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.


 


“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.


 


33

















 


“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.


 


“Increase”
has the meaning specified in Section 2.1(a) of this Series Supplement.


 


“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, the Class Administrative
Agent under the Class A Note Purchase 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 from HVF
under each Series 2005-4 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.


 


“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. 47444, 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 2005-4 Excess
Collection Account and (vii) the
amount on deposit in the Series 2005-4 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.


 


34

















 


“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.


 


“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 2005-4
Interest Rate Hedge. Each Interest Rate Hedge Provider, for so long as such
Interest Rate Hedge Provider is not in default under its Series 2005-4
Interest Rate Hedge, and such Series 2005-4 Interest Rate Hedge continues
to be in effect, shall constitute an “Enhancement Provider” with respect to the
Series 2005-4 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.


 


35

















 


“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.


 


“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 3.3(c) of
this Series Supplement.


 


“Legal
Final Payment Date” means the December 2010 Payment Date.


 


“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 2005-4 Interest Period, the
second London Business Day preceding the first day of such Series 2005-4
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.


 


“Mandatory
Decrease” has the meaning specified in Section 2.2(a) of
this Series Supplement.


 


“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


 


36

















 


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 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


 


37

















 


to and
accepted by such 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 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.


 


38

















 


“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 2005-4
Interest Rate Hedge on such Payment Date over (ii) the aggregate amount
payable to HVF as the “Floating Amount” under each such Series 2005-4 Interest
Rate Hedge on such Payment Date, in each case excluding any termination
payments under such Series 2005-4 Interest Rate Hedges.


 


“Monthly Total Principal Allocation” means for any Related Month
the sum of all Series 2005-4 Principal Allocations with respect to such
Related Month plus any amounts deposited in the Series 2005-4 Collection
Account pursuant to Section 3.3(h)(vi)(B) of this Series Supplement.


 


“New York
UCC” has the meaning specified in Section 3.11(b)(i) of
this Series Supplement.


 


“Non-Class B
Rated Eligible Program Manufacturer” means, as of any date of
determination, each Eligible Program Manufacturer, who as of such date had a
long-term unsecured debt rating of less than “BBB-” from Fitch or, if unrated
by Fitch, each Eligible Program Manufacturer, who as of such date had a
long-term unsecured debt rating (or the equivalent thereof from Moody’s or
Standard & Poor’s, as applicable) of less than “Baa3” from Moody’s or
less than “BBB-” from Standard & Poor’s, and, if the Class B
Notes are rated by Standard & Poor’s, a long-term unsecured debt
rating of less than “BBB-” and, if the Class B Notes are rated by Moody’s
a long-term unsecured debt rating of less than “Baa3” provided that upon
the downgrade of a Manufacturer by Fitch or, if unrated by Fitch or the Class B
Notes are rated by Moody’s or Standard & Poor’s, by Moody’s or
Standard & Poor’s, as applicable, 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-” by Fitch or, if unrated by
Fitch or the Class B Notes are rated by Moody’s or Standard &
Poor’s, rated “BBB-” and/or “Baa3”, as applicable, by each Rating Agency that
downgraded such Manufacturer for a period of 30 days following the date on
which the Administrator obtains actual knowledge of such downgrade; provided
further that, unless otherwise agreed to by Fitch, (x) for so long as Ford is
rated “BBB-” or lower by Fitch, Ford shall be considered a “Non-Class B
Rated Eligible Program Manufacturer” and (y) for so long as GM is rated “BBB-”
or lower by Fitch, GM shall be considered a “Non-Class B Rated Eligible
Program Manufacturer”.


 


“Non-Class B
Rated Eligible Program Manufacturer Amount” means, as of any date of
determination, the sum for all Non-Class B Rated Eligible Program


 


39

















 


Manufacturers
of an amount, with respect to each Non-Class B Rated 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-Class B Rated Eligible Program
Manufacturer or an Affiliate thereof and not turned in to and accepted by such
Non-Class B Rated 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-Class B Rated Eligible Program Manufacturer with respect
to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when
turned in to and accepted by such Non-Class B Rated 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-Class B Rated 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-Class B Rated Eligible Program
Manufacturer or an Affiliate thereof that have been turned in to and accepted
by such Non-Class B Rated 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-Class B
Rated Eligible Program Manufacturer or an Affiliate thereof that have been
turned in to and accepted by such Non-Class B Rated 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 Non-Class B Rated 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-Class B Rated Eligible Program Manufacturer or an
Affiliate thereof and that have not been turned in to and accepted by such Non-Class B
Rated 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.


 


40

















 


“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 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


 


41

















 


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.


 


“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


 


42

















 


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 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


 


43

















 


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 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.


 


44

















 


“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, for each Series 2005-4 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 2005-4 Interest Period, the rate 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 2005-4
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 2005-4 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 2005-4 Interest Period will mean One-Month LIBOR as in
effect with respect to the preceding Series 2005-4 Interest Period.


 


“Outstanding”
means with respect to the Series 2005-4 Notes, all Series 2005-4
Notes theretofore authenticated and delivered under the Indenture, except
(a) Series 2005-4 Notes theretofore cancelled or delivered to the
Registrar for cancellation, (b) Series 2005-4 Notes which have not
been presented for payment but funds for the payment of which are on deposit in
the Series 2005-4 Distribution Account and are available for payment of such
Series 2005-4 Notes, and Series 2005-4 Notes which are considered
paid pursuant to Section 8.1 of the Base Indenture, or (c) Series 2005-4
Notes in exchange for or in lieu of other Series 2005-4 Notes which have
been authenticated and delivered pursuant to the Indenture unless proof
satisfactory to the Trustee is presented that any such Series 2005-4 Notes
are held by a purchaser for value.


 


“Past Due
Rent Payment” has the meaning specified in Section 3.2(d) of
this Series Supplement.


 


“Preference
Amount” means any amount previously paid by Hertz pursuant to the Series 2005-4
Demand Note and distributed to the Series 2005-4 Noteholders in respect of
amounts owing under the Series 2005-4 Notes that is


 


45

















 


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 2005-4 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 2005-4 Asset Amount on such
date; provided, however, the Principal Deficit
Amount on any date that is prior to the 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 2005-4 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 Series 2005-4 Asset Amount on such
date and (2) the lesser of (a) the Series 2005-4 Liquidity
Amount on such date and (b) the Series 2005-4 Required Liquidity
Amount on such date.


 


“Pro Rata
Share” means, (a) with respect to any Series 2005-4 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 2005-4
Non-Ford Letter of Credit Provider’s Series 2005-4 Non-Ford Letter of
Credit as of such date by (B) an amount equal to the aggregate available
amount under all Series 2005-4 Non-Ford Letters of Credit, relating to the
same Class of Series 2005-4 Notes as such Series 2005-4 Non-Ford
Letter of Credit Provider’s Series 2005-4 Non-Ford Letter of Credit, as of
such date and (b) with respect to any Series 2005-4 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 2005-4
Ford Letter of Credit Provider’s Series 2005-4 Ford Letter of Credit as of
such date by (B) an amount equal to the aggregate available amount under all
Series 2005-4 Ford Letters of Credit relating to the same Class of Series 2005-4
Notes as such Series 2005-4 Ford Letter of Credit Provider’s Series 2005-4
Ford Letter of Credit, as of such date; provided, that only for purposes
of calculating the Pro Rata Share with respect to any Series 2005-4 Letter
of Credit Provider as of any date, if such Series 2005-4 Letter of Credit
Provider has not complied with its obligation to pay the Trustee the amount of
any draw under its Series 2005-4 Letter of Credit made prior to such date,
the available amount under such Series 2005-4 Letter of Credit Provider’s Series 2005-4
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 2005-4
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 2005-4 Letter of
Credit Provider’s actual liability in respect of any failure to pay any demand
under its Series 2005-4 Letter of Credit).


 


“QIB”
has the meaning specified in Section 6.2 of this Series Supplement.


 


46














 


“Rating
Agencies” means, with respect to the Series 2005-4 Notes,
Standard & Poor’s, Moody’s and Fitch and any other nationally
recognized rating agency rating the Series 2005-4 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.


 


“Regulation
S Global Notes” has the meaning specified in Section 6.2(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 2005-4 Notes, subject to
Section 7.7 of this Series Supplement, Series 2005-4
Noteholders holding more than 50% of the Series 2005-4 Principal Amount
(excluding any Series 2005-4 Notes held by HVF or any Affiliate of HVF).


 


“Restricted
Global Notes” has the meaning specified in Section 6.2(a) of
this Series Supplement.


 


“Restricted
Notes” means the Restricted Global Notes, and all other Series 2005-4
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 6.4(i)(iv) of
this Series Supplement.


 


“Restricted
Period” means, with respect to any Series 2005-4 Notes issued on the
Series 2005-4 Closing Date, the period commencing on such
Series 2005-4 Closing Date and ending on the 40th day after such
Series 2005-4 Closing Date, and with respect to any Class B Notes
issued on a Series 2005-4 Class B Notes Closing Date, the period
commencing on such Series 2005-4 Class B Notes Closing Date and
ending on the 40th day after such Series 2005-4 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


 


47

















 


Lynch Capital
Corporation, as sole documentation agent, and the other financial institutions
party thereto from time to time.


 


“Series 2005-1
Notes” means the Series 2005-1 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.


 


“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.


 


“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 Accrued Amounts”
means, on any date of determination, the sum of (i) accrued and unpaid
interest on the Series 2005-4 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 2005-4 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 times
(B) the Series 2005-4 Percentage as of the Determination Date
immediately preceding such Payment Date.


 


“Series 2005-4
Accrued Interest Account” has the meaning specified in Section 3.1(a) of
this Series Supplement.


 


“Series 2005-4
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 2005-4
Asset Amount” means, as of any date of determination, the product of
(i) the Series 2005-4 Invested Percentage (with respect to principal)
as of such date and (ii) the Aggregate Asset Amount as of such date.


 


“Series 2005-4
Cash Collateral Accounts” means the Class A Cash Collateral Account
and the Class B Cash Collateral Account.


 


48

















 


“Series 2005-4
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 2005-4
Closing Date” means December 21, 2005.


 


“Series 2005-4
Collateral” means the Collateral, any Series 2005-4 Interest Rate
Hedges, each Series 2005-4 Letter of Credit, the Series 2005-4
Series Account Collateral, the Class A Cash Collateral Account
Collateral, the Class B Cash Collateral Account Collateral, the
Series 2005-4 Demand Note, the Series 2005-4 Distribution Account
Collateral, the Class A Reserve Account Collateral and the Class B
Reserve Account Collateral.


 


“Series 2005-4
Collection Account” has the meaning specified in Section 3.1(a) of
this Series Supplement.


 


“Series 2005-4
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.


 


“Series 2005-4
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 2005-4 Demand Note that were deposited into the
Series 2005-4 Distribution Account and paid to the Series 2005-4
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 2005-4
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 2005-4 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 2005-4 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 2005-4
Deposit Date” has the meaning specified in Section 3.2 of this
Series Supplement.


 


“Series 2005-4
Designated Account” has the meaning specified in Section 3.11(a) of
this Series Supplement.


 


“Series 2005-4
Distribution Account” has the meaning specified in Section 3.10(a) of
this Series Supplement.


 


49

















 


“Series 2005-4
Distribution Account Collateral” has the meaning specified in Section 3.10(d) of
this Series Supplement.


 


“Series 2005-4
Excess Collection Account” has the meaning specified in Section 3.1(a) of
this Series Supplement.


 


“Series 2005-4
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 2005-4
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 2005-4
Ford Letter of Credit Termination Date” means the date on which
(i) all Series 2005-4 Ford Letters of Credit have expired or been
terminated and returned to the Series 2005-4 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 2005-4 Cash Collateral Accounts.


 


“Series 2005-4
Global Note” means a Regulation S Global Note, a Restricted Global Note or
an Unrestricted Global Note.


 


“Series 2005-4
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 2005-4 Interest
Period shall commence on and include the Series 2005-4 Closing Date and
end on and include January 24, 2006.


 


“Series 2005-4
Interest Rate Hedge” is defined in Section 3.12(a) of this
Series Supplement; provided that for the avoidance of doubt each
Series 2005-4 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 2005-4
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 2005-4 Required Adjusted Asset Amount, determined
during the Series 2005-4 Revolving Period as of the end of the immediately
preceding Related Month (or, until the end of the initial Related Month after
the Series 2005-4 Closing Date, on the Series 2005-4 Closing Date),
or, the Series 2005-4 Required Adjusted Asset Amount, determined during
the Series 2005-4 Rapid Amortization Period, as of the last day of the
Series 2005-4 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 2005-4 Closing Date, as of the Series 2005-4 Closing Date
and (II) as of the same date as in clause (I), the Aggregate Required
Asset Amount;


 


50

















 


(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 2005-4 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 2005-4
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 3.2(a), (b) or (c) of
this Series Supplement would have been deposited into the
Series 2005-4 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 3.2(a),
(b) or (c) of this Series Supplement have been
received for deposit into the Series 2005-4 Accrued Interest Account from
and excluding the preceding Payment Date to and including such Payment Date.


 


“Series 2005-4
Lease Payment Deficit” means either a Series 2005-4 Lease Interest
Payment Deficit or a Series 2005-4 Lease Principal Payment Deficit.


 


“Series 2005-4
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 2005-4 Lease Principal Payment Deficit, if any, on the
preceding Payment Date over (y) the amount deposited in the
Series 2005-4 Distribution Account pursuant to Section 3.5(e) of
this Series Supplement on such preceding Payment Date on account of such
Series 2005-4 Lease Principal Payment Deficit.


 


“Series 2005-4
Lease Principal Payment Deficit” means on any Payment Date the sum of
(a) the Series 2005-4 Monthly Lease Principal Payment Deficit for
such Payment Date and (b) the Series 2005-4 Lease Principal Payment
Carryover Deficit for such Payment Date.


 


“Series 2005-4
Letter of Credit” means a Class A Letter of Credit and/or a
Class B Letter of Credit, as the context may require.


 


“Series 2005-4
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 2005-4
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 (l) of Article IV 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 2005-4 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 2005-4 Noteholders holding more than 50% of the


 


51

















 


Controlling
Class a waiver of the occurrence of such Series 2005-4 Limited
Liquidation Event of Default.


 


“Series 2005-4
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 2005-4 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 2005-4 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%).


 


 “Series 2005-4 Maximum
Amount” means any of the Series 2005-4 Maximum Hyundai Amount, the
Series 2005-4 Maximum Jaguar Amount, the Series 2005-4 Maximum Kia Amount,
the Series 2005-4 Maximum Land Rover Amount, the Series 2005-4
Maximum Mazda Amount, the Series 2005-4 Maximum Mitsubishi Amount, the
Series 2005-4 Maximum Subaru Amount, the Series 2005-4 Maximum Volvo
Amount, the Series 2005-4 Maximum Manufacturer Non-Eligible Vehicle
Amount, the Series 2005-4 Maximum Non-Eligible Manufacturer Amount, the
Series 2005-4 Maximum Non-Eligible Vehicle Amount, the
Series 2005-4 Maximum Audi Amount, the Series 2005-4 Maximum BMW
Amount, the Series 2005-4 Maximum Lexus Amount, the Series 2005-4
Maximum Mercedes Amount, the Series 2005-4 Maximum Aggregate
BMW/Lexus/Audi Mercedes Amount and the Series 2005-4 Maximum HVF Service
Vehicle Amount.


 


“Series 2005-4
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 2005-4 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 2005-4
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 2005-4 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 2005-4
Maximum HVF Service Vehicle Amount” means, as of any day, an amount equal
to 2% of the Adjusted Aggregate Asset Amount on such day.


 


52

















 


“Series 2005-4
Maximum Hyundai Amount” means, as of any day, an amount equal to 13% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-4
Maximum Jaguar Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-4
Maximum Kia Amount” means, as of any day, an amount equal to 10% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-4
Maximum Land Rover Amount” means, as of any day, an amount equal to 5% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-4
Maximum Lexus 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 2005-4 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 2005-4
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 2005-4
Maximum Mazda Amount” means, as of any day, an amount equal to 20% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-4
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 2005-4 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 2005-4 Maximum Mitsubishi
Amount” means, as of any day, an amount equal to 10% of the Adjusted
Aggregate Asset Amount on such day.


 


“Series 2005-4
Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount
equal to 3% of the Adjusted Aggregate Asset Amount on such day.


 


53

















 


“Series 2005-4
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 2005-4
Maximum Subaru Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-4
Maximum Volvo Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-4
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 3.2(a), (b) or
(c) of this Series Supplement would have been deposited into
the Series 2005-4 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 3.2(a), (b) or
(c) of this Series Supplement have been received for deposit
into the Series 2005-4 Collection Account (without giving effect to any
amounts deposited into the Series 2005-4 Accrued Interest Account pursuant
to the proviso in Section 3.2(c)(ii) of this
Series Supplement) from and excluding the preceding Payment Date to and
including such Payment Date.


 


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


 


“Series 2005-4
Noteholders” means, collectively, the Class A Noteholders and the
Class B Noteholders.


 


“Series 2005-4
Notes” means, collectively, the Class A Notes and the Class B
Notes.


 


“Series 2005-4
Past Due Rent Payment” has the meaning specified in Section 3.2(d) of
this Series Supplement.


 


54

















 


“Series 2005-4
Percentage” means, as of any date of determination, a fraction, expressed
as a percentage, the numerator of which is the Series 2005-4 Principal
Amount as of such date and the denominator of which is the Aggregate Principal
Amount as of such date.


 


“Series 2005-4
Principal Allocation” has the meaning specified in Section 3.2
(a)(ii) of this Series Supplement.


 


“Series 2005-4
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 2005-4
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 2005-4 Notes and ending upon the earlier to occur of (i) the
date on which (A) the Series 2005-4 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 2005-4
Interest Rate Hedge, and (D) the Series 2005-4 Ford Letter of Credit
Termination Date and (ii) the termination of the Indenture.


 


“Series 2005-4
Rating Agency Condition” means, with respect to the Series 2005-4
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 2005-4
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 2005-4 Excess Collection
Account and (2) the amount of cash and Permitted Investments on deposit in
the Series 2005-4 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 2005-4 Excess Collection
Account and (2) the amount of cash and Permitted Investments on deposit in
the Series 2005-4 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 2005-4
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


 


55

















 


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 2005-4
Required Asset Amount Percentage” means, as of any date of determination,
the percentage equivalent of a fraction, the numerator of which is the
Series 2005-4 Required Asset Amount and the denominator of which is the
Aggregate Required Asset Amount as of such date.


 


“Series 2005-4
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 2005-4 Revolving Period” means the
period from and including the Series 2005-4 Closing Date to the earlier of
(i) the Commitment Termination Date or (ii) the commencement of the
Series 2005-4 Rapid Amortization Period.


 


“Series 2005-4 Series Account Collateral” has the
meaning specified in Section 3.1(d) of this
Series Supplement.


 


“Series 2005-4
Series Accounts” has the meaning specified in Section 3.1(a) of
this Series Supplement.


 


“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.


 


56

















 


“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.


 


“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.


 


“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


 


57

















 


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
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


 


58

















 


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 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.


 


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“Unrestricted
Global Notes” has the meaning specified in Section 6.2(b) of
this Series Supplement.


 


“Voluntary
Decrease” has the meaning specified in Section 2.2(b) 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


 


INITIAL ISSUANCE AND INCREASES AND DECREASES

OF PRINCIPAL AMOUNT OF CLASS A NOTES


 


Section 2.1.                                   Initial
Issuance; Procedure for Increasing the Class A Principal Amount.


 


(a)                                  Subject
to satisfaction of the conditions precedent set forth in subsection (b) of
this Section 2.1 (in the case of subsections (b)(i), (b)(ii),
(b)(iii), (b)(iv), (b)(v), (b)(vi) and (b)(vii) of
this Section 2.1, as evidenced by an Advance Request delivered to
the Trustee as to which the Trustee may rely) (i) on the Series 2005-4
Closing Date, HVF may issue Class A Notes in the aggregate initial
principal amount equal to the Class A Initial Principal Amount and
(ii) on any Business Day during the Series 2005-4 Revolving Period,
HVF may, in accordance with the Class A Note Purchase Agreement, increase
the Class A Principal Amount (such increase referred to as an “Increase”),
by issuing, at par, ratable amounts of additional principal amounts of the
Class A Notes.  Each Increase shall
be made in accordance with the provisions of Sections 2.02 and 2.03 of the
Class A Note Purchase Agreement and shall be ratably allocated among the
Class A Notes, based on their respective portion of the Class A
Principal Amount.  Proceeds from the initial
issuance of the Class A Notes and from any Increase shall be deposited
into the Series 2005-4 Collection Account and allocated in accordance with
Article III hereof.  Upon
each Increase, the Trustee shall, or shall cause the Registrar to, indicate in
the Note Register such Increase.


 


(b)                                 The
initial Class A Notes will be issued on the Series 2005-4 Closing
Date and the Class A Principal Amount may be increased on any Business Day
during the Series 2005-4 Revolving Period (subject to the limitations set
forth in Section 2.2(a) below), in each case pursuant to subsection (a) above,
only upon satisfaction of


 


60

















 


each of the
following conditions with respect to such initial issuance and each proposed
Increase:


 


(i)                                     the
amount of such issuance or Increase shall be equal to or greater than
$2,500,000 and integral multiples of
$100,000 in excess thereof;


 


(ii)                                  after
giving effect to such issuance or Increase, (A) the Investor Group
Principal Amount with respect to such Investor Group shall not exceed the
Maximum Investor Group Principal Amount with respect to such Investor Group and
(B) the Class A Principal Amount shall not exceed the Class A
Maximum Principal Amount;


 


(iii)                               after
giving effect to such issuance or Increase and the application of the proceeds
thereof, no Class Enhancement Deficiency, Class  Liquidity Deficiency
or Aggregate Asset Amount Deficiency shall exist;


 


(iv)                              after
giving effect to such Increase and the application of the proceeds thereof, the
amount on deposit in the Class A Reserve Account shall be equal to or
greater than the Class A Required Reserve Account Amount;


 


(v)                                 no
Series 2005-4 Amortization Event has occurred and is continuing and such
issuance or Increase and the application of the proceeds thereof will not
result in the occurrence of (1) an Amortization Event with respect to the
Series 2005-4 Notes or a Series 2005-4 Limited Liquidation Event of
Default, or (2) an event or occurrence, which, with the passing of time or
the giving of notice thereof, or both, would become an Amortization Event with
respect to the Series 2005-4 Notes or a Series 2005-4 Limited
Liquidation Event of Default;


 


(vi)                              all
representations and warranties set forth in Article 7 of the Base
Indenture shall be true and correct with the same effect as if made on and as
of such date (except to the extent such representations relate to an earlier
date); and


 


(vii)                           All
conditions precedent to the making of advances under each Class A Note
Purchase Agreement shall have been satisfied.


 


Section 2.2.                                   Procedure
for Decreasing the Class A Principal Amount.


 


(a)                                  Mandatory
Decrease.  Whenever (i) a
Class Enhancement Deficiency exists, then, on or before the Payment Date
immediately following discovery of such Class Enhancement Deficiency, HVF
shall apply funds in the Series 2005-4 Excess Collection Account in
accordance with Section 3.2(f) of this Series Supplement,
to make a pro rata reduction in the Class A Principal Amount (subject to
the limitations specified in Section 2.2(c) below) by the
lesser of (x) the amount necessary, so that after giving effect to all
Decreases of the Class A Principal Amount on such Payment Date, no such
Class Enhancement Deficiency shall exist and (y) the amount that would
reduce the Class A Principal Amount to zero, (ii) an Aggregate Asset
Amount Deficiency exists,


 


61

















 


then, on or before
the Payment Date immediately following discovery of such Aggregate Asset Amount
Deficiency, HVF shall allocate to and deposit in the Series 2005-4 Excess
Collection Account to be applied in accordance with Section 3.2(f) of
this Series Supplement, funds to make a pro rata reduction in the
Class A Principal Amount (subject to the limitations specified in Section 2.2(c) below)
in an amount equal to the lesser of (x) the Series 2005-4 Invested
Percentage (with respect to Principal Collections) of the amount of such
Aggregate Asset Amount Deficiency and (y) the Class A Principal Amount as
of the date of application of such funds and (iii) a Class A Excess Principal Event shall have occurred, then,
on or before the Payment Date immediately following discovery of such
Class A Excess Principal Event,
HVF shall allocate to and deposit in the Series 2005-4 Excess Collection
Account to be applied in accordance with Section 3.2(f) of
this Series Supplement, funds to make a pro rata reduction in the
Class A Principal Amount (subject to the limitations specified in Section 2.2(c) below)
by the lesser of (x) the amount necessary, so that after giving effect to all
Decreases of the Class A Principal Amount on such Payment Date, no such
Class A Excess Principal Event
shall exist and (y) the amount that would reduce the Class A Principal
Amount to zero (each reduction of the Class A Principal Amount pursuant to
this Section 2.2(a), a “Mandatory Decrease”); plus,
with respect to each clause above, any associated breakage costs (including
Class A Commercial Paper discounts and interest scheduled to accrue
through the maturity of such Class A Commercial Paper) incurred as a
result of such decrease (calculated in accordance with the procedures outlined
in Section 7.1 of this Series Supplement for optional
repurchases).  Such Mandatory Decrease
shall be ratably allocated among the Class A Noteholders, based on their
respective portion of the Class A Principal Amount.  Upon discovery of such a
Class Enhancement Deficiency, Aggregate Asset Amount Deficiency or
Class A Excess Principal Event, HVF promptly, but in any event within 5
Business Days, shall deliver written notice (by facsimile with original to
follow by mail) of any such Mandatory Decreases to the Trustee.


 


(b)                                 Voluntary
Decrease.  On any Business Day, upon
at least 3 Business Day’s prior notice to each Class A Noteholder, each
Committed Note Purchaser and the Trustee, HVF may decrease the Class A
Principal Amount (each such reduction of the Class A Principal Amount
pursuant to this Section 2.2(b), a “Voluntary Decrease”) by
withdrawing from the Series 2005-4 Excess Collection Account or, after the
Series 2005-4 Revolving Period, the Series 2005-4 Collection Account,
an amount (subject to the last sentence of this Section 2.2(b)) up
to the sum of all Principal Collections on deposit in such accounts and, in the
case of the Series 2005-4 Excess Collection Account, available for
distribution to effect a Voluntary Decrease pursuant to Section 3.2(f) of
this Series Supplement, and distributing pro rata to the Class A
Noteholders in respect of principal of the Class A Notes, the amount of
such withdrawal in accordance with Section 3.5(f);  plus any associated breakage costs
(including Class A Commercial Paper discounts and interest scheduled to
accrue through the maturity of such Class A Commercial Paper) incurred as
a result of such decrease (calculated in accordance with the procedures outlined
in Section 7.1 of this Series Supplement for optional
repurchases).  Such Voluntary Decrease
shall be ratably allocated among the Class A Noteholders, based on their
respective portion of the Class A Principal Amount.   Each such Voluntary Decrease shall be, in
the aggregate for all Class A Notes, in a minimum principal amount of
$5,000,000 and integral multiples of
$100,000 in excess thereof.


 


62

















 


(c)                                  Upon
distribution to the Class A Noteholders of principal of the Class A
Notes in connection with each Decrease, the Trustee shall, or shall cause the
Registrar to indicate in the Note Register such Decrease.  The amount of any Decrease shall not exceed
the amount allocated to the Series 2005-4 Excess Collection Account or the
Series 2005-4 Collection Account and available for distribution to
Class A Noteholders in respect of principal of the Class A Notes on
the date of such Decrease pursuant to the terms hereof.


 


ARTICLE III


 


SERIES 2005-4 ALLOCATIONS


 


With respect
to the Series 2005-4 Notes only, the following shall apply:


 


Section 3.1.                                   Series 2005-4
Series Accounts.


 


(a)                                  Establishment
of Series 2005-4 Series Accounts. 
HVF shall establish and maintain in the name of the Trustee for the
benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each
Interest Rate Hedge Provider three accounts: the Series 2005-4 Collection
Account (such account, the “Series 2005-4 Collection Account”), the
Series 2005-4 Accrued Interest Account (such account, the “Series 2005-4
Accrued Interest Account”) and the Series 2005-4 Excess Collection
Account (such account, the “Series 2005-4 Excess Collection Account”
and, together with the Series 2005-4 Collection Account and the
Series 2005-4 Accrued Interest Account, the “Series 2005-4
Series Accounts”).  Each
Series 2005-4 Series Account shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge
Provider.  Each Series 2005-4
Series Account shall be an Eligible Deposit Account.  If a Series 2005-4 Series Account
is at any time no longer an Eligible Deposit Account, HVF shall, within 10
Business Days of obtaining knowledge that such Series 2005-4
Series Account is no longer an Eligible Deposit Account, establish a new
Series 2005-4 Series Account that is an Eligible Deposit
Account.  If a new Series 2005-4
Series Account is established, HVF shall instruct the Trustee in writing
to transfer all cash and investments from the non-qualifying Series 2005-4
Series Account into the new Series 2005-4 Series Account.  Initially, each of the Series 2005-4
Series Accounts will be established with The Bank of New York.


 


(b)                                 Administration
of the Series 2005-4 Series Accounts.  HVF may instruct (by standing instructions or
otherwise) the institution maintaining each of the Series 2005-4
Series Accounts to invest funds on deposit in such Series 2005-4
Series Account from time to time in Permitted Investments; provided,
however, that (x) any such investment in the Series 2005-4 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 2005-4 Excess Collection Account) and (y) any such investment in
the Series 2005-4 Collection Account or the Series 2005-4 Accrued
Interest Account shall mature not later than the Business Day prior to the
first Payment Date following the


 


63

















 


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 2005-4
Collection Account or Series 2005-4 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 2005-4
Series Accounts shall remain uninvested.


 


(c)                                  Earnings
from Series 2005-4 Series Accounts.  All interest and earnings (net of losses and
investment expenses) paid on funds on deposit in the Series 2005-4
Series Accounts shall be deemed to be on deposit therein and available for
distribution.


 


(d)                                 Series 2005-4
Series Accounts Constitute Additional Collateral for Series 2005-4
Notes.  In
order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-4 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 2005-4 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 2005-4 Series Accounts, 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 2005-4 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 2005-4 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 2005-4
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 2005-4
Series Account Collateral”).


 


Section 3.2.                                   Allocations
with Respect to the Series 2005-4 Notes.  The net proceeds from the initial sale of the
Series 2005-4 Notes will be deposited into the Series 2005-4 Excess
Collection Account.  All amounts payable
to HVF under any Series 2005-4 Interest Rate Hedges will be deposited into
the Series 2005-4 Collection Account. 
On each Business Day on which the proceeds of any Increase or
Collections are deposited into the Collection Account (each such date, a “Series 2005-4
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 3.2:


 


64

















 


(a)                                  Allocations
of Collections During the Series 2005-4 Revolving Period.  During the Series 2005-4 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 2005-4 Deposit Date, to apply from all amounts deposited into the
Collection Account as set forth below:


 


(i)                                     allocate
to and deposit in the Series 2005-4 Collection Account an amount equal to
the sum of (A) the Series 2005-4 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 2005-4 Interest
Rate Hedges.  All such amounts deposited
into the Series 2005-4 Collection Account shall thereafter be deposited
into the Series 2005-4 Accrued Interest Account; and


 


(ii)                                  allocate
to and deposit in the Series 2005-4 Excess Collection Account (A) an
amount equal to the Series 2005-4 Invested Percentage (as of such day) of
the aggregate amount of Principal Collections on such day, (B) on the
Series 2005-4 Closing Date, the net proceeds from the issuance of the
Series 2005-4 Notes and (C) on the date of any Increase, the proceeds
of such Increase (for any such day, the “Series 2005-4 Principal
Allocation”).


 


(b)                                 [Reserved].


 


(c)                                  Allocations
of Collections During the Series 2005-4 Rapid Amortization Period.  During the Series 2005-4 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 2005-4 Deposit Date, to apply from all amounts
deposited into the Collection Account as set forth below:


 


(i)                                     allocate
to and deposit in the Series 2005-4 Collection Account an amount
determined as set forth in Section 3.2(a)(i) above for such
day, which amount shall be thereafter allocated to and deposited in the
Series 2005-4 Accrued Interest Account; and


 


(ii)                                  allocate
to and deposit in the Series 2005-4 Collection Account an amount equal to
the Series 2005-4 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, only 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 2005-4 Interest Rate Hedge; provided
that if on any Determination Date (A) the Administrator determines that


 


65

















 


the amount anticipated to be available from Interest
Collections allocable to the Series 2005-4 Notes, any amounts payable to the Trustee in respect of
any Series 2005-4 Interest Rate Hedges and other amounts available
pursuant to Section 3.3 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 2005-4 Collection
Account a portion of the Principal Collections allocated to the
Series 2005-4 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 2005-4
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 2005-4 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 2005-4 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 2005-4 Collection Account an amount equal to the Series 2005-4
Invested Percentage as of the date of the occurrence of such Series 2005-4
Lease Payment Deficit of the Collections attributable to such Past Due Rent
Payment (the “Series 2005-4 Past Due Rent Payment”).  The Administrator shall instruct the Trustee
in writing pursuant to the Administration Agreement to withdraw from the
Series 2005-4 Collection Account and apply the Series 2005-4 Past Due
Rent Payment in the following order:


 


(i)                                     if
the occurrence of the related Series 2005-4 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 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 2005-4 Past Due Rent Payment;


 


(ii)                                  if
the occurrence of the related Series 2005-4 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 2005-4 Past Due Rent Payment remaining after
any payment pursuant to clause (i) above;


 


(iii)                               if
the occurrence of such Series 2005-4 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 2005-4 Past Due Rent Payment remaining
after any payments pursuant to clauses (i) and (ii) above
and


 


66

















 


(y) the amount withdrawn from the Class A Ford
Cash Collateral Account on account of such Series 2005-4 Lease Payment
Deficit;


 


(iv)                              if
the occurrence of the related Series 2005-4 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 2005-4 Past Due Rent Payment remaining after any payment pursuant
to clauses (i) through (iii) above;


 


(v)                                 if
the occurrence of such Series 2005-4 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 2005-4 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 2005-4 Lease Payment Deficit;


 


(vi)                              if
the occurrence of the related Series 2005-4 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 Disbursement and
(y) the amount of the Series 2005-4 Past Due Rent Payment remaining after
any payment pursuant to clauses (i) through (v) above;


 


(vii)                           if
the occurrence of such Series 2005-4 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 2005-4 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 2005-4 Lease Payment Deficit;


 


(viii)                        if
the occurrence of such Series 2005-4 Lease Payment Deficit resulted in a
withdrawal being made from the Class A Reserve Account pursuant to Section 3.3(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 2005-4 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


 


67

















 


Account Amount over the Class A Available Reserve
Account Amount on such day;


 


(ix)                                if
the occurrence of the related Series 2005-4 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 2005-4 Past Due Rent Payment remaining after any payment pursuant
to clauses (i) through (viii) above;


 


(x)                                   if
the occurrence of such Series 2005-4 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 2005-4 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 2005-4 Lease Payment Deficit;


 


(xi)                                if
the occurrence of such Series 2005-4 Lease Payment Deficit resulted in a
withdrawal being made from the Class B Reserve Account pursuant to Section 3.3(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 2005-4 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 2005-4 Accrued Interest Account the amount, if any, by
which the Series 2005-4 Lease Interest Payment Deficit, if any, relating
to such Series 2005-4 Lease Payment Deficit exceeds the amount of the
Series 2005-4 Past Due Rent Payment applied pursuant to clauses (i) through
(xi) above; and


 


(xiii)                          deposit
into the Series 2005-4 Excess Collection Account and treat as Principal
Collections the remaining amount of the Series 2005-4 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 2005-4 Notes (i) during the Series 2005-4 Revolving
Period shall be deposited into the Series 2005-4 Excess


 


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Collection Account
and applied in accordance with Section 3.2(f) of this
Series Supplement and (ii) during the Series 2005-4 Rapid
Amortization Period shall be deposited into the Series 2005-4 Collection
Account and applied in accordance with Section 3.2(c), as the case
may be, of this Series Supplement to make principal payments in respect of
the Series 2005-4 Notes, and after the Series 2005-4 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, only 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 2005-4 Interest Rate Hedge.


 


(f)                                    Series 2005-4
Excess Collection Account.  Amounts
deposited into the Series 2005-4 Excess Collection Account on any
Series 2005-4 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,
used to make a Mandatory Decrease, if applicable, in accordance with Sections
2.2(a) and 3.5(f) of this Series Supplement,
(iii) third, used to pay (a) the outstanding principal amount
of the Class A Notes on the Expected Final Payment Date, and (b) the
outstanding principal amount of the Class B-1 Notes and the Class B-2
Notes in that order on the Expected Final Payment Date, (iv) fourth,
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,
(v) fifth, 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, (vi) sixth, used at the option of HVF to make a
Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(f) of
this Series Supplement, (vii) seventh, used to pay Ford all
unpaid Ford Reimbursement Obligations, (viii) eighth, used to pay
each Interest Rate Hedge Provider all amounts due and owing to it under its
Series 2005-4 Interest Rate Hedge and (ix) ninth, any
remaining funds may be released to HVF, in the case of clauses (iv) through
(ix), only to the extent that no Class Enhancement Deficiency or
other Amortization Event with respect to the Series 2005-4 Notes would
result therefrom or exist immediately thereafter and, in the case of clauses
(viii) and (ix) only for so long as the Ford LOC Exposure
Amount is greater than zero, only to the 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 the Series 2005-4 Rapid Amortization Period, all funds on
deposit in the Series 2005-4 Excess Collection Account will be withdrawn
from the Series 2005-4 Excess Collection Account and deposited into the
Series 2005-4 Collection Account and applied in accordance with Section 3.2(c)(ii) of
this Series Supplement.


 


Section 3.3.                                   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


 


69

















 


from the Series 2005-4
Accrued Interest Account pursuant to Section 3.3(b) below in
respect of all funds available from any Series 2005-4 Interest Rate Hedges
and Interest Collections processed since the preceding Payment Date and
allocated to the holders of the Series 2005-4 Notes.


 


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


 


(b)                                 Note
Interest with respect to the Series 2005-4 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 2005-4
Accrued Interest Account to the extent funds are anticipated to be available
from Interest Collections allocable to the Series 2005-4 Notes processed
from but not including the preceding Payment Date through the succeeding
Payment Date and any amounts payable to HVF under any Series 2005-4
Interest Rate Hedge during that period in respect of (i) first, (I)
first an amount equal to the sum of (A) the Class A Adjusted Monthly
Interest (excluding amounts referenced in clause (ii) of the
definition thereof to the extent duplicative of Class A Deficiency Amounts
payable under clause (iii) below) for such Payment Date (the
portion of such amount of Class A Adjusted Monthly Interest that will
accrue for the period (each an, “Estimated Interest Period”) from and
including the Determination Date immediately preceding such Payment Date to but
excluding such Payment Date (such portion of the Class A Adjusted Monthly
Interest with respect to any such Estimated Interest Period, the “Estimated
Interest”) shall be estimated by the Administrator on such Determination
Date) plus (B) the Estimated Interest Adjustment Amount with respect to
such Determination Date and (II) second an amount equal to any Indenture
Carrying Charges due to the Class A Noteholders and unpaid as of such
Payment Date which are not included in the definition of Class A Adjusted
Monthly Interest, (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 to the Insurer
Fee for such Series 2005-4 Interest Period plus any Insurer Reimbursement
Amounts then due and owing, (v) fifth, an amount equal to the Class A
Monthly Default Interest Amount, if any, for such Payment Date, (vi) sixth,
an amount equal to the Class B Monthly Interest for the Series 2005-4
Interest Period ending on the day preceding such succeeding Payment Date and (vii) seventh,
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 3.3(b),
from the Series 2005-4 Accrued Interest Account and deposit such amounts
into the Series 2005-4 Distribution Account.


 


70

















 


On or before
4:00 p.m. (New York City time) on the Business Day immediately preceding
each Determination Date, the Administrator shall notify the Trustee of any
Estimated Interest Adjustment Amount with respect to such Determination Date,
such notification to be in the form of Exhibit I to this Series Supplement
(each an “Estimated Interest Adjustment Notice”).


 


(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 2005-4 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 2005-4 Accrued
Interest Account are insufficient to pay the sum of the amounts described in clauses
(i), (ii), (iii) and (iv) of Section 3.3(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 2005-4 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 2005-4 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 2005-4 Accrued Interest Account are insufficient
to pay the sum of the amounts described in clauses  (i) through
(vii) of Section 3.3(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 2005-4
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 (vi) and (vii) of
Section 3.3(b) of this Series Supplement.  The Trustee shall withdraw such amount from
the Class B Reserve Account and deposit such amount in the Series 2005-4
Distribution Account, solely for payment to the Class B Noteholders in
respect of amounts due and owing to them pursuant to clauses (vi) and
(vii) of Section 3.3(b) of this Series Supplement.


 


(e)                                  Draws
on Series 2005-4 Letters of Credit. 
(I)  (X)  If the Administrator determines on any
Payment Date that there exists a Series 2005-4 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 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 2005-4 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 3.3(b) of
this Series Supplement on such Payment Date over the amounts available
from the Series 2005-4 Accrued Interest Account plus


 


71

















 


the amount
withdrawn from the Class A Reserve Account pursuant to Section 3.3(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 2005-4 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 2005-4 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 3.3(b) of
this Series Supplement on such Payment Date exceeds the amounts available
from the Series 2005-4 Accrued Interest Account plus the amount withdrawn
from the Class A Reserve Account pursuant to Section 3.3(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 3.3(b) of
this Series Supplement on such Payment Date over the amounts available
from the Series 2005-4 Accrued Interest Account plus the amount withdrawn
from the Class A Reserve Account pursuant to Section 3.3(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 2005-4 Distribution Account on
such Payment Date; provided, 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 2005-4
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


 


72

















 


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 2005-4 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 2005-4 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 (vii) of
Section 3.3(b) of this Series Supplement on such Payment
Date over the sum of the amounts available from the Series 2005-4 Accrued
Interest Account plus the sum of the amount withdrawn from the Class A
Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement
and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(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 3.3(e)(I) of this Series Supplement
on such Payment Date and (B) the sum of the amounts described in clauses
(vi) and (vii) of Section 3.3(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 2005-4 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 3.3(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 2005-4
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
(vii) of Section 3.3(b) of this Series Supplement
on such Payment Date exceeds the sum of the amounts available from the Series 2005-4
Accrued Interest Account plus the sum of the amount withdrawn from the Class A
Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement
and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(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 3.3(e)(I)
of this Series Supplement on such Payment Date, the Administrator


 


73

















 


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 (vii) of
Section 3.3(b) of this Series Supplement on such Payment
Date over the sum of the amounts available from the Series 2005-4 Accrued
Interest Account plus the sum of the amount withdrawn from the Class A
Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement
and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(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 3.3(e)(I)
of this Series Supplement on such Payment Date and (B) the sum of the
amounts described in clauses (vi) and (vii) of Section 3.3(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 2005-4 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 (vi) and
(vii) of Section 3.3(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 2005-4 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 2005-4 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 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 2005-4 Distribution Account.


 


(II)  If the Administrator determines on any
Payment Date that the sum of the amounts available from the Series 2005-4
Accrued Interest Account plus the amount available under the Series 2005-4
Interest Rate Hedge plus the amount, if any, to be withdrawn from the Class A
Reserve Account pursuant to Section 3.3(d)(i) of this Series


 


74

















 


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 3.3(e)(I)
of this Series Supplement plus the amount, if any, deposited in the Series 2005-4
Distribution Account pursuant to Section 3.3(f)(I) of this Series Supplement
is insufficient to pay the Class A Adjusted Monthly Interest 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 2005-4 Distribution Account.


 


(g)                                 Deficiency
Amounts.  If the amounts described in
Sections 3.3(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 Notes shall be
referred to as the “Class A 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”,
and 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”.  Interest shall
accrue on the Deficiency Amount for each Class of Series 2005-4 Notes
at the applicable Series 2005-4 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 3.4 of this Series Supplement),
if any, of the amounts available from the Series 2005-4 Accrued Interest
Account plus the amount, if any, withdrawn from the Class A Reserve
Account pursuant to Section 3.3(d)(i) of this Series Supplement
plus the amount, if any, withdrawn from the Class B Reserve Account pursuant
to Section 3.3(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 3.3(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 3.3(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 2005-4
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


 


75

















 


Monthly Interest for such Series 2005-4 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 2005-4
Letters of Credit or a withdrawal from a Series 2005-4 Cash Collateral Account;


 


(iii)                               third,
to the Administrator, in an amount equal to the Series 2005-4 Percentage
as of the beginning of the Series 2005-4 Interest Period ending on the day
preceding such Payment Date of the Monthly Administration Fee for such Series 2005-4
Interest Period;


 


(iv)                              fourth,
to the Trustee, in an amount equal to the Series 2005-4 Percentage as of
the beginning of the Series 2005-4 Interest Period ending on the day
preceding such Payment Date of the Trustee’s fees for such Series 2005-4
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 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 2005-4 Percentage as of the beginning of the Series 2005-4
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 2005-4 Interest Period; and


 


(vi)                              sixth,
the balance, if any, shall be withdrawn from the Series 2005-4 Accrued
Interest Account by the Trustee and (A) during the Series 2005-4
Revolving Period, deposited into the Series 2005-4 Excess Collection
Account or (B) during the Series 2005-4 Rapid Amortization Period,
deposited into the Series 2005-4 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 2005-4 Limited
Liquidation Event of Default, (x) the funds available to pay the Trustee fees
pursuant to Section 3.3(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 3.3(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 2005-4
Required Asset Amount as of the date of the occurrence of such Liquidation
Event of Default or Series 2005-4 Limited Liquidation Event of Default
over (ii) the aggregate of the amounts previously withdrawn from the


 


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Class A
Reserve Account under this Section 3.3(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 2005-4
Required Asset Amount as of the date of the occurrence of such Liquidation
Event of Default or Series 2005-4 Limited Liquidation Event of Default
over (ii) the aggregate of the amounts previously withdrawn from the Class B
Reserve Account under this Section 3.3(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.


 


(j)                                     Listing
Information Requirement.  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 2005-4 Interest Period, the number of days in such Series 2005-4
Interest Period, the Payment Date for such Series 2005-4 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 2005-4 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.


 


(k)                                  Interest
Payments during Series 2005-4 Interest Period.  On any Business Day during a Series 2005-4
Interest Period (each such day, an “Additional Payment Date”), the
Administrator may instruct the Trustee in writing to withdraw from the Series 2005-4
Accrued Interest Account, and on such Additional Payment Date the Trustee,
acting in accordance with such instructions, shall withdraw from the Series 2005-4
Accrued Interest Account, as directed in writing by the Administrator, all or a
portion of the Class A Monthly Interest that will be due on the first
Payment Date following such Additional Payment Date to the extent that such
amount does not exceed the aggregate amount of Interest Collections processed
since the preceding Payment Date and allocated to the Class A Noteholders
(less any portion thereof previously paid to the Class A Noteholders
during such period pursuant to this Section 3.3(k)) and shall
deposit such amounts in the Series 2005-4 Distribution Account for payment
to the Class A


 


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Noteholders on the
Additional Payment Date pursuant to Section 3.4 in accordance with Section 6.1
of the Base Indenture.


 


Section 3.4.                                   Payment
of Note Interest.


 


On each
Payment Date and Additional Payment Date, the Trustee shall, in accordance with
Section 6.1 of the Base Indenture, pay to the Series 2005-4
Noteholders from the Series 2005-4 Distribution Account the amount
deposited in the Series 2005-4 Distribution Account for the payment of
interest pursuant to Section 3.3 of this Series Supplement.


 


Section 3.5.                                   Payment
of Note Principal.


 


(a)                                  Monthly
Payments During Series 2005-4 Rapid Amortization Period. Commencing on
the first Determination Date after the commencement of the Series 2005-4
Rapid 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 2005-4
Notes of each Class during the Related Month pursuant to Section 3.2(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 2005-4 Distribution Account, (x) any
amounts to be drawn on the Series 2005-4 Letters of Credit (and/or
withdrawn from the Series 2005-4 Cash Collateral Accounts), (y) the amount
of proceeds received in respect of a demand made under the Series 2005-4
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 2005-4 Notes of each Class during
the Related Month pursuant to Section 3.2(c)(ii) of this Series Supplement,
as the case may be, from the Series 2005-4 Collection Account and deposit
such amount together with the proceeds of any demand made on the Series 2005-4
Demand Note received during the period from and excluding the immediately
preceding Payment Date to and including such Payment Date into the Series 2005-4
Distribution Account, which amount shall be paid (i) first, to the Class A
Noteholders until the Class A Notes have been paid in full, (ii) second,
once the Class A Notes have been paid in full, to the Class B
Noteholders until the Class B Notes have been paid in full, (iii) third,
once the Series 2005-4 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, only 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.


 


(b)                                 [Reserved].


 


(c)                                  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


 


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Deficit Amount is
greater than zero, amounts shall be transferred to the Series 2005-4
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 resulting from a Series 2005-4 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 3.3(d)(ii) of
this Series Supplement and any draws under the Class B Letters of
Credit pursuant to Section 3.3(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 3.3(d)(i) of this Series Supplement
and the amounts to be drawn under the Class A Letters of Credit pursuant
to Section 3.3(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 3.3(d)(ii) of this Series Supplement
and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-4
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 2005-4 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 3.5(c)(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 3.3(d)(i) of
this Series Supplement and the amounts to be drawn under the Class A
Letters of Credit pursuant to Section 3.3(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 3.5(c)(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


 


79

















 


giving effect to any withdrawals from the Class A Reserve Account
on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement
and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-4
Distribution Account on such Payment Date.


 


(ii)                                  Principal
Draws on Series 2005-4 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 2005-4
Distribution Account in accordance with clause (i) of this Section 3.5(c) on
such Payment Date, will be greater than zero (A) in the case of a Payment
Date that is not the 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 2005-4 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 3.3(d)(ii) and
Section 3.5(c)(i)(A) of this Series Supplement and any
drawings on the Class B Letters of Credit on such Payment Date pursuant to
Section 3.3(e)(II) of this Series Supplement), (2) the Series 2005-4
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 2005-4 Distribution Account in accordance with clause
(i) of this Section 3.5(c) and the amount, if any,
paid by Hertz under the Series 2005-4 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 3.3(e)(II) of this Series Supplement) and
(y) the least of (1) the excess, if any, of the Series 2005-4 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 3.3(d)(i) of this Series Supplement
and Section 3.5(c)(i)(B) of this Series Supplement and
the amounts to be drawn on the Class A Letters of Credit pursuant to Section 3.3(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 2005-4 Distribution Account in
accordance with clause (i) of this Section 3.5(c), 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 2005-4 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


 


80

















 


on such Payment Date pursuant
to Section 3.3(d)(i) of this Series Supplement and Section 3.5(c)(i)(B) of
this Series Supplement and the amounts to be drawn on the Class A
Letters of Credit pursuant to Section 3.3(e)(I) 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 3.3(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 2005-4
Distribution Account in accordance with clause (i) of this Section 3.5(c),
and the amounts to be drawn on the Class B Non-Ford Letters of Credit
pursuant to clause (X) above and pursuant to Section 3.13(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 3.3(d)(i) of
this Series Supplement and Section 3.5(b)(i)(B) of this Series Supplement
and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 3.3(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 3.3(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 2005-4 Lease Principal Payment Deficit
in an amount equal to the least of (1) the excess, if any, of the Series 2005-4
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 2005-4
Distribution Account in accordance with Section 3.5(c)(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 3.13(d)(X)
of this Series Supplement on such Payment Date and the amount, if any,
paid by Hertz under the Series 2005-4 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 3.3(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 2005-4 Distribution
Account in accordance with Section 3.5(c)(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 3.13(d)(X) of this Series Supplement
and on the Class A Non-Ford Letters of Credit pursuant to clause
(II)(X) above and pursuant to


 


81

















 


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 3.3(e)(I)(Y)
of this Series Supplement);


 


(B)  in the case of the Legal Final Payment Date:


 


(I)                                            (X)  the Class B Non-Ford Letters of Credit,
if any, to the extent that on the Legal Final Payment Date there exists a Series 2005-4
Lease Principal Payment Deficit, in an amount equal to the least of:


 


(1)                                  the
Series 2005-4 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 3.3(d)(ii) and
Section 3.5(c)(i)(A) of this Series Supplement and any
drawings under the Class B Letters of Credit pursuant to Section 3.3(e)(II)
of this Series Supplement on the 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 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 Legal Final
Payment Date pursuant to Section 3.3(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 Legal Final
Payment Date pursuant to Section 3.3(e)(II)(Y) of this Series Supplement),
and (2) the sum of (Aa) the amount by which the Principal Deficit Amount
on the Legal Final Payment Date
exceeds the sum of the amount to be deposited in the Series 2005-4
Distribution Account in accordance with Section 3.5(c)(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
Legal Final Payment Date and the amounts to be drawn on the Class B
Non-Ford Letters of Credit pursuant to Section 3.13(d)(X) of this Series Supplement
on the Business Day immediately preceding such Legal Final Payment Date, and
(Ab) 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 2005-4 Lease Interest Payment Deficit (other than
any Series 2005-4 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 Legal Final Payment Date over (b) the
aggregate amount, as of the Legal Final Payment Date, of all withdrawals from


 


82

















 


the Class B Reserve Account made since
the date set forth in clause (2)(Ab)(y)(a) of this Section 3.5(c)(ii)(B)(I)(Y)
or to be made in respect of the Legal Final Payment Date pursuant to Section 3.3(d)(ii) of
this Series Supplement and all drawings made since such date or to be made
in respect of the Legal Final Payment Date under the Class B Letters of
Credit pursuant to Section 3.3(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 2005-4 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 Legal Final Payment Date there exists a Series 2005-4
Lease Principal Payment Deficit, in an amount equal to the least of:


 


(1)                                  the
excess, if any, of the Series 2005-4 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 3.3(d)(i) and
Section 3.5(c)(i)(B) of this Series Supplement and any
drawings under the Class A Letters of Credit pursuant to Section 3.3(e)(I)
of this Series Supplement on the 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 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 Legal Final
Payment Date pursuant to Section 3.3(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 Legal Final
Payment Date pursuant to Section 3.3(e)(I)(Y) of this Series Supplement),
and (2) the sum of (Aa) the amount by which the Principal Deficit Amount
on the Legal Final Payment Date exceeds the sum of the amount to be deposited
in the Series 2005-4 Distribution Account in accordance with Section 3.5(c)(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 Legal Final
Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of
Credit pursuant to Section 3.13(d)(X) of this Series Supplement
and the amounts to be drawn on


 


83

















 


the Class A Non-Ford Letters of Credit
pursuant to Section 3.13(d)(Y) of this Series Supplement, each
on the Business Day immediately preceding such Legal Final Payment Date, and
(Ab) 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 2005-4 Lease Interest Payment Deficit (other than
any Series 2005-4 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 Legal Final Payment Date over (b) the
aggregate amount, as of the 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 3.5(c)(ii)(B)(II)(Y) or to
be made in respect of the Legal Final Payment Date pursuant to Section 3.3(d)(i) of
this Series Supplement and all drawings made since such date or to be made
in respect of the Legal Final Payment Date under the Class A Letters of
Credit pursuant to Section 3.3(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 2005-4 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)  [reserved]


 


(D)  [reserved]


 


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 2005-4
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 2005-4 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


 


84

















 


Demand and shall cause the Class A LOC
Credit Disbursements to be deposited in the Series 2005-4 Distribution
Account on such Payment Date; provided, 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 2005-4
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 2005-4
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 2005-4 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 2005-4
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 2005-4 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 2005-4
Distribution Account.


 


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(d)                                 Legal Final Payment
Dates.  (A)  The Class A
Principal Amount, the Class B-1 Principal Amount and the Class B-2
Principal Amount shall be due and payable on the Legal Final Payment Date.  If the amount to be deposited in the Series 2005-4
Distribution Account in accordance with Section 3.5(a) of this
Series Supplement with respect to the Legal Final Payment Date together
with any amounts to be deposited therein in accordance with Section 3.5(c) of
this Series Supplement on the 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 Outstanding Principal Amount, the Class B-1
Principal Amount and the Class B-2 Principal Amount on the Legal Final
Payment Date, prior to 10:30 a.m. (New York City time) on the second
Business Day prior to the 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 3.3(d)(ii) and Section 3.5(c)(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 3.3(d)(ii) and Section 3.5(c)(i)(A) of
this Series Supplement and any drawings under the Class B Letters of
Credit pursuant to Section 3.3(e)(II) and Section 3.5(c)(ii)(B)(I)
of this Series Supplement on the 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 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 3.3(d)(i) and Section 3.5(c)(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 3.3(d)(i) and Section 3.5(c)(i)(B) of
this Series Supplement and any drawings under the Class A Letters of
Credit pursuant to Section 3.3(e)(I) and Section 3.5(c)(ii)(B)(II)
of this Series Supplement on the 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 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) and the
amounts withdrawn from the Class B Reserve Account pursuant to clause
(I) of this sentence, and deposit such withdrawn amounts in the Series 2005-4
Distribution Account on the 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 2005-4 Distribution Account on or prior
to the Legal Final Payment Date.  


 


(B)                                [reserved]


 


(C)                                [reserved]


 


(D)                               If, after giving effect
to any such deposits into the Series 2005-4 Distribution Account for
payment of the Class A Notes, the amount to be deposited in the Series 2005-4
Distribution Account with respect to the Legal Final Payment Date is or will be
less than the Class A Outstanding Principal Amount with


 


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respect to the
Legal Final Payment Date, 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 2005-4 Distribution Account.


 


(e)                                  Distribution.  On each Payment Date occurring on or after
the date a withdrawal is made pursuant to Section 3.5(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 2005-4 Distribution Account
for the payment of principal of the Class A Notes held by such Class A
Noteholders pursuant to Section 3.5(a) of this Series Supplement
and any amounts deposited in the Series 2005-4 Distribution Account for
the payment of principal of such Class A Notes pursuant to Section 3.5(c) of
this Series Supplement and, to the extent necessary to pay the Class A
Outstanding Principal Amount on the Legal Final Payment Date, amounts deposited
in the Series 2005-4 Distribution Account pursuant to Section 3.5(d) of
this Series Supplement, (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 the amount deposited in the Series 2005-4
Distribution Account for the payment of principal of the Class B Notes
held by such Class B Noteholders pursuant to Section 3.5(a) of
this Series Supplement and any amounts deposited in the Series 2005-4
Distribution Account for the payment of principal of such Class B Notes
pursuant to Section 3.5(c) 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 Legal Final Payment Date, amounts deposited in the Series 2005-4
Distribution Account pursuant to Section 3.5(d) of this Series Supplement,
(iii) third, once the Series 2005-4 Notes have been paid in
full, to Ford the amounts deposited in the Series 2005-4 Distribution
Account for the payment of all unpaid Ford Reimbursement Obligations pursuant
to Section 3.5(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, only 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 2005-4 Distribution
Account for the payment of all amounts due and owing to it under its Series 2005-4
Interest Rate Hedge.


 


(f)                                    Decreases.  (I)  On
any Business Day on which (a) a Mandatory Decrease pursuant to Section 2.2(a) of
this Series Supplement shall be declared, the Trustee shall withdraw from
the Series 2005-4 Excess Collection Account in accordance with the written
instructions of the Administrator an amount equal to the lesser of (x) the
funds then allocated to the Series 2005-4 Excess Collection Account
(including proceeds from any Increase) pursuant to Section 3.2(a)(ii) or
(c)(ii) of this Series Supplement and any amounts allocated by
HVF to the Series 2005-4 Excess Collection Account pursuant to Section 3.2(e) of
this Series Supplement) and, in each case, available for payment of such Mandatory
Decrease pursuant to Section 3.2(f) of this Series Supplement
and (y) the amount of such Mandatory Decrease, and distribute on a pro  rata
basis such amount to


 


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the Class A
Noteholders as a payment of principal or (b) a Voluntary Decrease pursuant
to Section 2.2(b) and 3.2(f) of this Series Supplement
shall be declared, the Trustee shall distribute the amounts withdrawn from the Series 2005-4
Excess Collection Account and/or the Series 2005-4 Collection Account
pursuant to Section 3.2(c) of this Series Supplement in
connection with such Voluntary Decrease to the Class A Noteholders as a
payment of principal.


 


(II)  On the Expected Final Payment Date, the
Trustee shall withdraw from the Series 2005-4 Excess Collection Account in
accordance with the written instructions of the Administrator an amount equal
to the lesser of (x) the funds then allocated to the Series 2005-4 Excess
Collection Account (including proceeds from any Increase) pursuant to Section 3.2(a)(ii) or
(c)(ii) of this Series Supplement and any amounts allocated by
HVF to the Series 2005-4 Excess Collection Account pursuant to Section 3.2(e) of
this Series Supplement) and, in each case, available for payment of
principal of the Class A Notes and the Class B Notes pursuant to Section 3.2(f) of
this Series Supplement and (y) the Class A Year Outstanding Principal
Amount, the Class B-1 Principal Amount and the Class B-2 Principal
Amount on such date, and distribute such amount (I) to the Class A
Noteholders on a pro  rata basis as payment of principal of the Class A
Notes until the Class A Noteholders have been paid the Class A
Outstanding Principal Amount in full and (II) once the Class A Noteholders
have been paid the Class A Outstanding Principal Amount in full, to the Class B
Noteholders on a pro  rata basis as a payment of principal of the Class B-1
Notes and the Class B-2 Notes until the Class B-1 Notes and the Class B-2
Notes have been paid in full.


 


Section 3.6.                                   Payment
by Wire Transfer.


 


On each
Payment Date, pursuant to Section 6.1 of the Base Indenture and Sections
3.4 and 3.5 hereof, the Trustee shall cause the amounts (to the
extent received by the Trustee) set forth in Section 3.4 or 3.5
of this Series Supplement to be paid by wire transfer of immediately
available funds released from the Series 2005-4 Distribution Account no
later than 4:30 p.m. (New York City time) for credit to the account
designated by the Series 2005-4 Noteholders.


 


Section 3.7.                                   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 2005-4 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 2005-4 Series Account without such
notice or instruction from the Administrator, provided that the
Administrator or, in the case of any payment from a Series 2005-4 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


 


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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 2005-4 Letters of Credit with respect
to a Class of Series 2005-4 Notes required to be given by the
Administrator, at the time specified in this Series Supplement, the
Trustee shall draw on such Series 2005-4 Letters of Credit with respect to
such Class of Series 2005-4 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 2005-4 Letter of Credit.


 


Section 3.8.                                   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 2005-4
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 2005-4
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.


 


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(d)                                 Class A
Reserve Account Constitutes Additional Collateral for Series 2005-4 Notes.
 In
order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-4 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 2005-4 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
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, only 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 2005-4 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 2005-4 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 2005-4 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, only to the
extent that after giving effect to any such withdrawal, the Fleet Equity
Condition would be satisfied,


 


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shall withdraw
from the Class A Reserve Account all remaining amounts on deposit therein
for payment to HVF.


 


Section 3.9.                                   Class A
Letters of Credit and Class A Cash Collateral Accounts.


 


(a)                                  (I)  Class A Ford Cash Collateral Account
Constitutes Additional Collateral for Series 2005-4 Notes.  In order to secure and provide for the
repayment and payment of the Note Obligations with respect to the Series 2005-4
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 2005-4
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 2005-4
Notes.  In order to secure and provide
for the repayment and payment of the Note Obligations with respect to the Series 2005-4
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 2005-4
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”).


 


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(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 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 2005-4 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 2005-4
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 2005-4
Demand Note Payment Amount over the Class A Non-Ford Letter of Credit


 


92

















 


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 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 2005-4 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.


 


93

















 


(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 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 3.9(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 2005-4 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 3.9(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 3.9(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 3.9(b) or
(c) of this Series Supplement, HVF shall establish and
maintain in the name of the Trustee for the benefit of the Series 2005-4
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 2005-4 Noteholders, the Insurer, Ford and each
Interest Rate Hedge Provider.  The Class A
Ford Cash Collateral Account shall be an Eligible Deposit


 


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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 3.9(b) or
(c) of this Series Supplement, HVF shall establish and
maintain in the name of the Trustee for the benefit of the Series 2005-4
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 2005-4 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 3.8(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 3.8(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 2005-4 Demand Note Payment Amount on such
Payment Date.  Any amounts withdrawn from
the Class A Ford Cash Collateral Account pursuant to this Section 3.8(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, only 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, only 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 3.8(g)(I)
of this Series Supplement, the proceeds of one or more Class A LOC
Termination Disbursements have been deposited therein pursuant to Section 3.8(b) or
Section 3.8(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 7.14
of this Series Supplement and the Legal Final Payment Date, the Trustee,
acting in accordance with the written instructions of the Administrator, shall
withdraw from the


 


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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 3.9(b) or Section 3.9(c) of
this Series Supplement over (B) the aggregate amount withdrawn from
the Class A Ford Cash Collateral Account pursuant to Section 3.3(e)(I)(Y)
or Section 3.5(c)(ii) of this Series Supplement that has
not be reimbursed by HVF in accordance with Section 3.17 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 2005-4 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 3.9(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, only 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, only to the extent that after giving
effect to any such withdrawal, the Fleet Equity Condition would be satisfied,
to HVF any remaining amounts.


 


Section 3.10.                             Series 2005-4
Distribution Account.


 


(a)                                  Establishment
of Series 2005-4 Distribution Account. 
The Trustee shall establish and maintain in the name of the Trustee for
the benefit of the Series 2005-4 Noteholders, the Series 2005-4
Interest Rate Hedge Provider and Ford an account (the “Series 2005-4
Distribution Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2005-4
Noteholders, the Series 2005-4 Interest Rate Hedge Provider and Ford.  The Series 2005-4 Distribution Account
shall be an Eligible Deposit Account.  If
the Series 2005-4 Distribution Account is at any time no longer an
Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining
knowledge that the Series 2005-4 Distribution Account is no longer an
Eligible Deposit Account, establish a new Series 2005-4 Distribution
Account that is an Eligible Deposit Account. 
If a new Series 2005-4 Distribution Account is established, HVF
shall instruct the Trustee in writing to transfer all cash and investments from
the non-qualifying Series 2005-4 Distribution Account into the new Series 2005-4


 


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Distribution
Account.  Initially, the Series 2005-4
Distribution Account will be established with the Trustee.


 


(b)                                 Administration
of the Series 2005-4 Distribution Account.  The Administrator may instruct the
institution maintaining the Series 2005-4 Distribution Account in writing
to invest funds on deposit in the Series 2005-4 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 2005-4 Distribution Account), unless any
Permitted Investment held in the Series 2005-4 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 2005-4 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 2005-4 Distribution Account shall remain uninvested.


 


(c)                                  Earnings
from Series 2005-4 Distribution Account.  All interest and earnings (net of losses and
investment expenses) paid on funds on deposit in the Series 2005-4
Distribution Account shall be deemed to be on deposit and available for
distribution.


 


(d)                                 Series 2005-4
Distribution Account Constitutes Additional Collateral for Series 2005-4
Notes.  In order to secure and
provide for the repayment and payment of the Note Obligations with respect to
the Series 2005-4 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 2005-4 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 2005-4 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 2005-4 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 2005-4
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 2005-4 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 2005-4 Distribution Account
Collateral”).


 


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Section 3.11.                             Trustee
as Securities Intermediary.


 


(a)                                  The
Trustee or other Person holding the Series 2005-4 Collection Account, the Series 2005-4
Excess Collection Account, the Series 2005-4 Accrued Interest Account, the
Class A Reserve Account, the Class B Reserve Account, the Series 2005-4
Cash Collateral Account or the Series 2005-4 Distribution Account (each a “Series 2005-4
Designated Account”) shall be the “Securities Intermediary”.  If the Securities Intermediary in respect of
any Series 2005-4 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 3.11.


 


(b)                                 The
Securities Intermediary agrees that:


 


(i)                                     The
Series 2005-4 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 2005-4
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 2005-4
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 2005-4 Designated
Account;


 


(iv)                              Each
item of property (whether investment property, security, instrument or cash)
credited to a Series 2005-4 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 2005-4 Designated Accounts, the Securities Intermediary shall
comply with such entitlement order without further consent by HVF or the
Administrator;


 


(vi)                              The
Series 2005-4 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 2005-4
Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17)
of the 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


 


100

















 


other Person relating to the Series 2005-4
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 3.11(b)(v) of this Series Supplement;
and


 


(viii)                        Except
for the claims and interest of the Trustee and HVF in the Series 2005-4
Designated Accounts, the Securities Intermediary knows of no claim to, or
interest, in the Series 2005-4 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 2005-4 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 2005-4 Designated Accounts and in all
proceeds thereof, and shall be the only person authorized to originate
entitlement orders in respect of the Series 2005-4 Designated Accounts.


 


Section 3.12.                             Series 2005-4
Interest Rate Hedges.


 


(a)                                  On
the Series 2005-4 Closing Date, HVF shall acquire one or more interest
rate caps or swaps, in form and substance acceptable to the Insurer (each a “Series 2005-4
Interest Rate Hedge”), from an Eligible Interest Rate Hedge Provider with
funds available to it.  The aggregate
initial notional amount of all Series 2005-4 Interest Rate Hedges shall
equal the Class B-1 Principal Amount on the Series 2005-4 Closing
Date, and, thereafter, the aggregate notional amount of all Series 2005-4
Interest Rate Hedges may be reduced pursuant to the related Series 2005-4
Interest Rate Hedge but shall not at any time be less than the Class B-1
Principal Amount.  The strike rate of
each Series 2005-4 Interest Rate Hedge in the form of a cap shall not be
greater than 4.87%.  The fixed rate of
each Series 2005-4 Interest Rate Hedge in the form of a swap shall not be
greater than 4.87%.  HVF shall satisfy
the Series 2005-4 Rating Agency Condition and, so long as the Class A
Notes have not been paid in full and retired, obtain the consent of the Insurer
(such consent not to be unreasonably withheld or delayed) in connection with
its acquisition of any Series 2005-4 Interest Rate Hedge.  The Series 2005-4 Interest Rate Hedge
must provide that (i) no payments from the Series 2005-4 Hedge
Provider to HVF shall be conditioned upon payment of amounts (other than the
Monthly Hedge Payment) due to such Series 2005-4 Interest Rate Hedge
Provider from HVF, to the extent that any such non-payment resulted only from
the Fleet Equity Condition failing to be satisfied, (ii) the Series 2005-4
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


 


101

















 


fail to pay any
amounts due to the Series 2005-4 Hedge Provider under such Series 2005-4
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 2005-4
Interest Rate Hedge, and such Series 2005-4 Interest Rate Hedge continues
to be in effect, such Interest Rate Hedge Provider shall constitute an “Enhancement
Provider” with respect to the Series 2005-4 Notes for all purposes under
the Indenture and the other Related Documents, and each Series 2005-4
Interest Rate Hedge to which such Interest Rate Hedge Provider is a party shall
constitute an “Enhancement Agreement” with respect to the Series 2005-4
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 2005-4 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 2005-4 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 2005-4 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 2005-4 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 preceding
sentence after making commercially reasonable efforts, (I) HVF will obtain a
replacement Series 2005-4 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 3.3(h) of this Series Supplement)
and (II) to the extent that HVF does not obtain a replacement Series 2005-4
Interest Rate Hedge, the Insurer shall be deemed to have been materially and
adversely effected. HVF must cause each Series 2005-4 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 2005-4 Interest Rate Hedge is executed
and in effect, collateralize its obligations as required


 


102

















 


under clause (iii) above.  Each Series 2005-4 Noteholder by its
acceptance of a Series 2005-4 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 2005-4 Interest Rate Hedge, (B) does not constitute
collateral for the Series 2005-4 Notes (provided that in order to secure
and provide for the payment of the Note Obligations with respect to the Series 2005-4
Notes, HVF has pledged each Series 2005-4 Interest Rate Hedge and its
security interest in any collateral posted in connection therewith as
collateral for the Series 2005-4 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 2005-4
Interest Rate Hedge and such collateral is applied in accordance with the terms
of such Series 2005-4 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 2005-4 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 2005-4
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 2005-4 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 2005-4 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 have
not been paid in full and retired, 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.


 


(d)                                 To
secure payment of the Note Obligations with respect to the Series 2005-4
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 2005-4
Noteholders and the Insurer , all of HVF’s right, title and interest, whether
now or hereafter existing or acquired, in the Series 2005-4 Interest Rate
Hedges and all proceeds thereof.  HVF
shall require all proceeds of the Series 2005-4 Interest Rate Hedges to be
paid, and the Trustee shall allocate, all proceeds of the Series 2005-4
Interest Rate Hedges to the Series 2005-4 Accrued Interest Account or the Series 2005-4
Collection Account.


 


Section 3.13.                             Series 2005-4
Demand Note Constitutes Additional Collateral for Series 2005-4 Notes.


 


(a)                                  In
order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-4 Notes, HVF hereby grants a


 


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security interest
in and assigns, pledges, grants, transfers and sets over to the Trustee, for
the benefit of the Series 2005-4 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 2005-4
Demand Note; (ii) all certificates and instruments, if any, representing
or evidencing the Series 2005-4 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 2005-4 Noteholders, the Insurer,
Ford  and each Interest Rate Hedge
Provider, the Series 2005-4 Demand Note, endorsed in blank.  The Trustee, for the benefit of the Series 2005-4
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 2005-4 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 2005-4 Demand Note or forgive amounts
payable thereunder so that the outstanding principal amount of the Series 2005-4
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 2005-4 Demand Note without first satisfying
the Series 2005-4 Rating Agency Condition.


 


(c)                                  HVF
agrees that on the Series 2005-4 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 maximum outstanding principal amount of the Series 2005-4
Notes, (iii) the outstanding principal amount of the Series 2005-1
Notes, (iv) the outstanding principal amount of the Series 2005-2
Notes and (v) the maximum outstanding principal amount of the Series 2005-3
Notes.


 


(d)                                 Upon
the occurrence and during the continuance of an Amortization Event with respect
to the Series 2005-4 Notes, the Trustee may and, at the written direction
of the Insurer or the Series 2005-4 Noteholders holding more than 50% of
the Controlling Class shall, make one or more demands (each a “Demand
Notice”) on Hertz for payment under the Series 2005-4 Demand Note, in
each case, in an amount equal to the lesser of (i) the principal amount of
the Series 2005-4 Demand Note and (ii) on any Business Day (A) prior
to the second Business Day immediately preceding the Legal Final Payment Date,
the amount of any Principal Deficit Amount on such date and (B) on or
after the second Business Day immediately preceding the Legal Final Payment
Date, the Class A Principal Amount (on or prior to the 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 Noteholders (other than
under the Insurance Policy), the Class B-1 Noteholders and the Class B-2
Noteholders in accordance with this Series Supplement on the 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 3.5(d) of
this Series Supplement)).  The
Trustee shall cause the proceeds of any demand on the Series 2005-4 Demand
Note to be deposited into the Series 2005-4 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


 


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Notice and Hertz
shall have failed to pay to the Trustee or deposit into the Series 2005-4
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 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 2005-4 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; and


 


(ii)                                  on
the Business Day immediately preceding the 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 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 3.3(d)(ii) and Section 3.5(c)(i)(A) of
this Series Supplement and any drawings to be made under the Class B
Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement
on the 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 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 2005-4
Lease Interest Payment Deficit (other than any Series 2005-4 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 Legal Final Payment Date over (b) the aggregate amount, as of the
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 Legal Final Payment Date
pursuant to Section 3.3(d)(ii) of this Series Supplement
and all drawings made since such date or to be made in respect of the Legal
Final Payment Date under the Class B Letters of Credit pursuant to Section 3.3(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 2005-4 Lease
Interest Payment Deficit resulting


 


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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)                               [reserved]


 


(iv)                              [reserved]


 


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 2005-4 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 2005-4
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:


 


(v)                                 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;


 


(vi)                              on
the Business Day immediately preceding the 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 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 3.3(d)(i) and Section 3.5(c)(i)(B) of
this Series Supplement and any drawings to be made under the


 


106

















 


Class A Letters of Credit pursuant to Section 3.3(e)(I)
of this Series Supplement on the 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 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 2005-4 Lease Interest Payment Deficit (other than
any Series 2005-4 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 Legal Final Payment Date over (b) the aggregate
amount, as of the 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 Legal Final
Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement
and all drawings made since such date or to be made in respect of the Legal
Final Payment Date under the Class A Letters of Credit pursuant to Section 3.3(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 2005-4 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);


 


(vii)                           [reserved]


 


(viii)                        [reserved]


 


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 2005-4 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 2005-4 Collection
Account and such proceeds shall be treated as Principal Collections for the
Related Month.


 


Section 3.14.                             Class B
Reserve Account.


 


(a)                                  Establishment
of Class B Reserve Account.  On
or prior to the first Series 2005-4 Class B Notes Closing Date, HVF
shall establish and maintain in the name


 


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of the Trustee for
the benefit of the Series 2005-4 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 2005-4 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 2005-4 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 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 2005-4 Notes.
 In
order to secure and provide for the repayment and payment of the Note Obligations
with respect to the Series 2005-4 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 2005-4 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


 


108

















 


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, only 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 2005-4
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.


 


(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 2005-4 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, only to the extent that after giving effect to such payment the
Fleet Equity Condition be satisfied, all remaining amounts on deposit therein
for payment to HVF.


 


Section 3.15.                             Class B
Letters of Credit and Class B Cash Collateral Account.


 


(a)                                  (I)  Class B Ford Cash Collateral Account
Constitutes Additional Collateral for Series 2005-4 Notes.  In order to secure and provide for the
repayment and payment of the Note Obligations with respect to the Series 2005-4
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 2005-4
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


 


109

















 


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 2005-4
Notes.  In order to secure and provide
for the repayment and payment of the Note Obligations with respect to the Series 2005-4
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 2005-4
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
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 2005-4
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


 


110

















 


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 2005-4 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 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 2005-4 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 10:00 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


 


111

















 


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 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 2005-4 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


 


112

















 


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 3.15(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 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


 


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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 2005-4 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 3.15(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 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 3.15(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 3.15(b) or
(c) of this Series Supplement, HVF shall establish and
maintain in the name of the Trustee for the benefit of the Series 2005-4
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 2005-4
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 3.15(b) or
(c) of this Series Supplement, HVF shall establish and
maintain in the name of the Trustee for the benefit of the Series 2005-4
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 2005-4
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


 


114

















 


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.


 


(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 3.15(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 3.15(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 2005-4 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


 


115

















 


Collateral Account
pursuant to this Section 3.15(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, only to 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, only 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 3.15(g)(I)
of this Series Supplement, the proceeds of one or more Class B LOC
Termination Disbursements have been deposited therein pursuant to Section 3.15(b) or
Section 3.15(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 7.14 and the 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 3.15(b) or
Section 3.15(c) of this Series Supplement over (B) the
aggregate amount withdrawn from the Class B Ford Cash Collateral Account
pursuant to Section 3.3(e)(II)(Y) or Section 3.5(c)(ii) of
this Series Supplement that has not be reimbursed by HVF in accordance
with Section 3.17 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 2005-4 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


 


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Cash
Collateral Account all amounts on deposit therein (to the extent not withdrawn
pursuant to Section 3.15(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, only to the 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, only to
the extent that after giving effect to such payment the Fleet Equity Condition
would be satisfied, to HVF any remaining amounts.


 


Section 3.16.                             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 Mandatory Decreases) 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 3.17.                             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 2005-4 Ford Letter of Credit
Provider shall pay any Ford LOC Disbursement under a Series 2005-4 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 3.3(e)(I)(Y) or Section 3.5(c)(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 3.3(e)(II)(Y) or Section 3.5(c)(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 Legal Final Payment Date
and (ii) the termination of this Series Supplement in accordance with


 


117

















 


Section 7.14
of this Series Supplement, any amount payable by HVF to Ford pursuant to Section 3.17(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 payable by HVF to
Ford pursuant to Section 3.17(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 2005-4 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 2005-4 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 2005-4 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 2005-4 Ford
Letter of Credit proving to be insufficient in any respect;


 


(v)                                 payment
by a Series 2005-4 Ford Letter of Credit Provider under a Series 2005-4
Ford Letter of Credit against presentation of a draft or certificate which does
not strictly comply with the terms of such Series 2005-4 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.


 


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ARTICLE IV


 


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 2005-4
Notes and shall constitute the Amortization Events set forth in Section 9.1(j)
of the Base Indenture with respect to the Series 2005-4 Notes:


 


(a)                                  HVF
defaults in the payment of any interest on, or other amount payable in respect
of, the Series 2005-4 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 2005-4 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)                                  all
principal of and interest on the Class A Notes, the Class B-1 Notes
and the Class B-2 Notes is not paid in full on or before the 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 2005-4 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 2005-4
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;


 


(k)                                  the
Insurer fails to honor a demand for payment made in accordance with the
requirements of the Insurance Policy;


 


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(l)                                     in
the event that One-Month LIBOR exceeds 8.00%, HVF shall fail to obtain, within
30 days of such an occurrence, one or more Series 2005-4 Interest Rate
Hedges from one or more Eligible Interest Rate Hedge Providers in an aggregate
initial notional amount equal to the aggregate Principal Amount of the Class A
Notes, each with a strike rate equal to no more than 9.00%;


 


(m)                               the
Trustee shall for any reason cease to have a valid and perfected first priority
security interest in the Series 2005-4 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;


 


(n)                                 the
occurrence of a Servicer Event of Default;


 


(o)                                 HVF
fails to comply with any of its other agreements or covenants in, or provisions
of, the Series 2005-4 Notes or the Indenture and the failure to so comply
materially and adversely affects the interests of the Series 2005-4
Noteholders or the Insurer and continues to materially and adversely affect the
interests of the Series 2005-4 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 2005-4 Notes; or


 


(p)                                 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 2005-4 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 2005-4 Notes.


 


In the case of


 


(i)                                     any
event described in clauses (a) through (m) above, an Amortization
Event with respect to the Series 2005-4 Notes will immediately occur
without any notice or other action on the part of the Trustee or any Series 2005-4
Noteholder or


 


(ii)                                  any
event described in clauses (n) through (p) above, either the
Trustee may, by written notice to HVF or the Required Noteholders with respect
to the Series 2005-4 Notes may, by written notice to HVF and the Trustee
declare that an Amortization Event with respect to the Series 2005-4 Notes
has occurred as of the date of the notice.


 


Amortization
Events with respect to the Series 2005-4 Notes described in clauses (j)
and (k) above will not be subject to waiver.  An Amortization Event with respect to the Series 2005-4
Notes described in clauses (a) through (i) and clauses
(l) through (p) above will be subject to waiver in accordance with Section 9.4
of the Base Indenture.


 


120

















 


Notwithstanding
anything herein to the contrary, an Amortization Event with respect to the Series 2005-4
Notes described in clause (m) above shall be curable at any time.


 


ARTICLE V


 


RESERVED


 


ARTICLE VI


 


FORM OF SERIES 2005-4 NOTES


 


Section 6.1.                                   Issuance
of Class A Notes.  The Class A
Notes will be issued in the form of definitive notes in fully registered form
without interest coupons, substantially in the form set forth in Exhibit A-1
hereto, and will be sold to the Class A Noteholders pursuant to and in
accordance with the Class A Note Purchase Agreement and shall be duly
executed by HVF and authenticated by the Trustee in the manner set forth in Section 2.4
of the Base Indenture.  Other than in
accordance with this Series Supplement and the Class A Note Purchase
Agreement, the Class A Notes will not be permitted to be transferred,
assigned, exchanged or otherwise pledged or conveyed by the Class A
Noteholders.  The Class A Notes
shall bear a face amount equal to up to the Class A Maximum Principal
Amount as of the Series 2005-4 Closing Date, and shall be initially issued
in a principal amount equal to the Class A Initial Principal Amount.  The Trustee shall, or shall cause the
Registrar, to record any Increases or Decreases with respect to the Class A
Principal Amount such that the principal amount of the Class A Notes that
are outstanding accurately reflects all such Increases and Decreases.


 


The Class A
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 Class A Notes, as evidenced by their execution of
the Class A Notes.  The Class A
Notes may be produced in any manner, all as determined by the officers
executing such Class A Notes, as evidenced by their execution of such Class A
Notes. The initial sale of the Class A Notes is limited to Persons who
have executed the Class A Note Purchase Agreement.


 


Section 6.2.                                   Issuance
of Class B Notes.  The Class B
Notes may be offered and sold on any Series 2005-4 Class B Notes
Closing Date by HVF pursuant to a Class B Purchase Agreement.  The Class B 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 Class B Notes may thereafter
be transferred to QIBs or purchasers in reliance on Regulation S in accordance
with the procedure described herein.  The
Class B Notes will be Book-Entry Notes and DTC will be the Depository for
the Class B 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


 


121

















 


“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 Class B Notes.


 


(a)                                  Restricted
Global Notes.  Each Class of the
Class B Notes offered and sold in their initial distribution in reliance
upon Rule 144A will 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-2-1 and A-3-1 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.


 


(b)                                 Regulation
S Global Notes and Unrestricted Global Notes.  Any Class B Notes offered and sold on a Series 2005-4
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-2-2 and A-3-2,
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 with respect to any Class B Note, such Class B
Notes shall be referred to herein collectively as the “Regulation S Global
Notes”.  After such time as the
Restricted Period shall have terminated, such Class B 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-2-3 and A-3-3, 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 6.3.                                   Transfer
of Class A Notes.


 


(a)                                  Subject to the terms of the Indenture and the Class A
Note Purchase Agreement, the holder of any Class A Note may transfer the
same in whole or in part, in an amount equivalent to an authorized denomination,
by surrendering such Class A Note at the office maintained by the
Registrar for such purpose pursuant to Section 2.5(a) of the Base
Indenture, with the form of transfer endorsed on it duly completed and executed
by, or accompanied by a written instrument of transfer in form satisfactory to
HVF and the Registrar by, the holder thereof and accompanied by a certificate
substantially in the form of Exhibit F-1 hereto; provided, that if
the holder of any Class A Note transfers, in whole or in part, its interest
in any Class A Note pursuant to (i) an Assignment and Assumption
Agreement substantially in the form of Exhibit B to the Class A Note
Purchase Agreement or (ii) an Investor Group Supplement substantially


 


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in the form of Exhibit C to the Class A Note Purchase
Agreement, then such Class A Noteholder will not be required to submit a
certificate substantially in the form of Exhibit F-1 hereto upon
transfer of its interest in such Class A Note.  In exchange for any Class A Note
properly presented for transfer, HVF shall execute and the Trustee shall
promptly authenticate and deliver or cause to be authenticated and delivered in
compliance with applicable law, to the transferee at such office, or send by
mail (at the risk of the transferee) to such address as the transferee may
request, Class A Notes for the same aggregate principal amount as was
transferred.  In the case of the transfer
of any Class A Note in part, HVF shall execute and the Trustee shall
promptly authenticate and deliver or cause to be authenticated and delivered to
the transferor at such office, or send by mail (at the risk of the transferor)
to such address as the transferor may request, Class A Notes for the
aggregate principal amount that was not transferred.  No transfer of any Class A Note shall be
made unless the request for such transfer is made by the Class A
Noteholder at such office.  Neither HVF
nor the Trustee shall be liable for any delay in delivery of transfer
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions.  Upon the
issuance of transferred Class A Notes, the Trustee shall recognize the
Holders of such Class A Note as Class A Noteholders.


 


(b)                                 Each
Class A Note shall bear the following legend:


 


THIS CLASS A
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR WITH ANY STATE SECURITIES OR “BLUE SKY” LAWS.  THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF,
AGREES FOR THE BENEFIT OF HVF THAT SUCH CLASS A NOTE IS BEING ACQUIRED FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND 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) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF
RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OR (D) PURSUANT
TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION,
SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (C),
TO REQUIRE THE DELIVERY TO IT OF A PURCHASER’S LETTER IN THE FORM OF EXHIBIT F-1
TO THE SERIES 2005-4 SUPPLEMENT CERTIFYING, AMONG OTHER THINGS, THAT SUCH
PURCHASER IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND SUBJECT TO
THE RIGHT OF HVF, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (D), TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO IT.


 


The required
legends set forth above shall not be removed from the Class A Notes except
as provided herein.


 


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Section 6.4.                                   Transfer
of Class B Notes.


 


(a)                                  A
Series 2005-4 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 6.4(a) shall
not prohibit any transfer of a Class B Note that is issued in exchange for
a Series 2005-4 Global Note in accordance with Section 2.13 of the
Base Indenture and shall not prohibit any transfer of a beneficial interest in
a Series 2005-4 Global Note effected in accordance with the other
provisions of this Section 6.4.


 


(b)                                 The
transfer by a Class B Noteholder 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 Class B Noteholder 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 6.4(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-2
given by the Class B Noteholder 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


 


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principal amount
of such Restricted Global Note was reduced upon such exchange or transfer.


 


(d)                                 If
a Class B Noteholder 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 Applicable Procedures, only in accordance with the
provisions of this Section 6.4(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-3
given by the Class B Noteholder 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 Class B Noteholder 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 6.4(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


 


125

















 


interest in such
Regulation S Global Note (but not such Unrestricted Global Note), a certificate
in substantially the form set forth in Exhibit F-4 given by such Class B
Noteholder 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 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 2005-4 Global Note or any portion thereof is exchanged
for Class B Notes other than Series 2005-4 Global Notes, such other Class B
Notes may in turn be exchanged (upon transfer or otherwise) for Class B
Notes that are not Series 2005-4 Global Notes or for a beneficial interest
in a Series 2005-4 Global Note (if any is then outstanding) only in
accordance with such procedures, which shall be substantially consistent with
the provisions of Sections 6.4(a) through Section 6.4(e) and
Section 6.4(g) of this Series Supplement (including the
certification requirement intended to ensure that transfers and exchanges of
beneficial interests in a Series 2005-4 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 Class B Note,
interests in the Regulation S Global Notes representing such Class B Note
may be held only through Clearing Agency Participants acting for and on behalf
of Euroclear and Clearstream; provided, that this Section 6.4(g) shall
not prohibit any transfer in accordance with Section 6.4(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
Class B Notes shall bear the following legends to the extent indicated:


 


(i)                                     The
Restricted 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


 


126

















 


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 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 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 2005-4 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


 


127

















 


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, 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 Class B
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 Class B 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 Class B Note or Class B 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 Class B Note as provided above, no other Class B
Note issued in exchange for all or any part of such Class B Note shall
bear such legend, unless HVF has reasonable cause to believe that such other Class B
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.


 


ARTICLE VII


 


GENERAL


 


Section 7.1.                                   Optional
Redemption of Class A Notes. 
The Class A Notes shall be subject to repurchase (in whole) by HVF
at its option, upon three (3) Business Days’ prior written notice to the
Trustee, in accordance with Section 6.1 of the Base Indenture at any time;
provided, however, that, as a condition precedent to any
repurchase, on or prior to the date on which any Class A Note is
repurchased by HVF pursuant to this Section 7.1, HVF (i) shall
pay the Insurer all Insurer Fees and all other Insurer Reimbursement Amounts, (ii) shall
pay to each Interest Rate Hedge Provider all


 


128

















 


amounts due and
owing to such Interest Rate Hedge Provider under its related Series 2005-4
Interest Rate Hedge and (iii) shall pay to Ford all unpaid Ford
Reimbursement Obligations, in each case as of the Payment Date fixed for
redemption.  The repurchase price for any
Class A Note (in each case, the “Class A Repurchase Amount”)
shall equal the sum of (a) the aggregate outstanding principal balance of
such Class A Notes (determined after giving effect to any payments of
principal and interest on the Payment Date immediately preceding the date of
purchase pursuant to this Section 7.1), plus (b) (i) with
respect to the portion of such principal balance which was funded with Class A
Commercial Paper issued at a discount, all accrued and unpaid discount on such Class A
Commercial Paper from the issuance date(s) thereof to the date of purchase
under this Section 7.1 and the aggregate discount to accrue on such
Class A Commercial Paper from the date of purchase under this Section 7.1
to the maturity date of such Class A Commercial Paper, or (ii) with
respect to the portion of such principal balance which was funded with Class A
Commercial Paper that was not issued at a discount, all accrued and unpaid
interest on such Class A Commercial Paper from the issuance date(s)
thereof to the date of purchase under this Section 7.1 (and any
breakage costs associated with the prepayment of such interest-bearing Class A
Commercial Paper), or (iii) with respect to the portion of such principal
balance which was funded other than with Class A Commercial Paper, all
accrued and unpaid interest on such principal balance through the date of
purchase under this Section 7.1, plus (c) any other amounts
then due and payable to the holders of such Series 2005-4 Notes pursuant
hereto and pursuant to the Class A Note Purchase Agreement.


 


Section 7.2.                                   Optional
Redemption of Class B Notes.  (a) 
HVF may, at its option, redeem any Class of Class B Notes as a whole
on any Payment Date on which the Class B-1 Principal Amount or the Class B-2
Principal Amount as the case may be, is equal to or less than 10% of the
Initial Class B-1 Principal Amount or the Initial Class B-2 Principal
Amount, as the case may be, with funds deposited in the Series 2005-4
Distribution Account pursuant to Section 3.2 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 2005-4
Interest Rate Hedge and to Ford, all unpaid Ford Reimbursement Obligations.


 


(b)                                 If
HVF elects to redeem any Class of the Class B Notes pursuant to the
provisions of Section 7.2, 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 Class B Notes subject to
redemption and (iii) the principal amount of the Class B 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 Class B
Noteholders of the Class B Notes to be redeemed.  Such notice shall be given not less than ten (10) days
prior to the intended date of redemption.


 


Section 7.3.                                   Information.  On or before the fourth Business Day prior to
each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause
the


 


129

















 


Administrator to
furnish to the Trustee a Monthly Noteholders’ Statement with respect to the Series 2005-4
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 2005-4 Noteholders on
such Payment Date;


 


(ii)                                  the
amount of such distribution allocable to the payment of principal of each Class of
the Series 2005-4 Notes;


 


(iii)                               the
amount of such distribution allocable to the payment of interest on each Class of
the Series 2005-4 Notes;


 


(iv)                              the
Class A Percentage;


 


(v)                                 the
Series 2005-4 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, 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 2005-4 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 as of the close of
business on the last day of the Related Month;


 


130

















 


(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 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 2005-4 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 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 2005-4 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, 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, 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;


 


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(xxii)                        the
Principal Amount with respect to each Class of Class A Notes as of
such Payment Date and the Principal Amount with respect to each Class of Class B
Notes as of such Payment Date; and


 


(xxiii)                     such
other items as may be specified in a Class B Notes Term Sheet.


 


The Trustee shall provide to the Series 2005-4 Noteholders, or
their designated agent, the Insurer and each Interest Rate Hedge Provider
copies of each Monthly Noteholders’ Statement.


 


Section 7.4.                                   Exhibits.  The following exhibits attached hereto
supplement the exhibits included in the Indenture.


 


Exhibit A-1:                                 Series 2005-4
Variable Funding Rental Car Asset Backed Notes, Class A


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


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


Exhibit A-2-3:                       Form of
Unrestricted Global Class B-1 Note


Exhibit A-3-1:                       Form of
Restricted Global Class B-2 Note


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


Exhibit A-3-3:                       Form of
Unrestricted Global Class B-2 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:                                              Form of
Purchaser’s Letter


Exhibit F-1:                                    Form of
Class A Transfer Certificate


Exhibit F-2:                                    Form of
Restricted Global Note Transfer Certificates


Exhibit F-3:                                    Form of
Regulation S Global Note Transfer Certificates


Exhibit F-4:                                    Form of
Unrestricted Global Note Transfer Certificates


Exhibit G:                                             Form of
Monthly Noteholders’ Statement


Exhibit H:                                            Form of
Series 2005-4 Demand Note


Exhibit I:                                                 Form of
Estimated Interest Adjustment Notice


 


Section 7.5.                                   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.


 


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Section 7.6.                                   Notice
to Insurer, the Rating Agencies, each 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 2005-4 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 2005-4 Limited Liquidation Event of Default.  In addition, 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 2005-4
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 2005-4 Rental Car Asset Backed Notes),
Facsimile No.: (914) 765-3810, Confirmation No.: (914) 273-4545.  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 2005-4
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.  In the event that the Annualized Financing
Cost, calculated with respect to the amounts payable in any Series 2005-4
Interest Period, exceeds 10%, HVF shall provide Moody’s with notice of such
event.  In the event that One-Month LIBOR
exceeds 8.00%, HVF shall provide the Insurer with notice of such event.


 


Section 7.7.                                   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 2005-4 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 2005-4
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


 


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100% of the Series 2005-4
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.


 


Section 7.8.                                   Third
Party Beneficiary.  Each of the
Insurer, Ford, in its capacity as accountholder of a Series 2005-4 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 2005-4
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 7.9.                                   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 2005-4 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 2005-4
Notes (except those set forth in clauses (j) and (k) of Article IV
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 7.7 of this Series Supplement,
constitutes the Required Noteholders of the Series 2005-4 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 2005-4
Notes.


 


Section 7.10.                             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 2005-4
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 2005-4
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 2005-4 Notes and Ford has
reimbursed the applicable Series 2005-4 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


 


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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.


 


Section 7.11.                             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 7.12.                             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 7.13.                             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 2005-4
Notes; provided, further, that, if the consent of the Required
Noteholders with respect to the Series 2005-4 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 2005-4
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 2005-4 Noteholders representing more than 50% of the
aggregate outstanding principal amount of the Classes of the Series 2005-4
Notes affected by such amendment or modification (without the necessity of
obtaining the consent of the Series 2005-4 Noteholders holding the Classes
of the Series 2005-4 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 2005-4 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; provided, further, that, any amendment or
other modification to this Series Supplement or any of the Related
Documents that would extend the due date for, or reduce the amount of, any
scheduled repayment or prepayment of principal of or interest on the Series 2005-4
Notes (or reduce the principal amount of or rate of interest on the Series 2005-4
Notes), or, pursuant to the Related Documents, would require the consent of
100% of the Series 2005-4 Noteholders or each Series 2005-4
Noteholder affected by such amendment or modification, shall require the prior
written consent of each Conduit Investor and Committed Note Purchaser or each
Conduit Investor and each Committed Note Purchaser affected thereby, as
applicable.  Any amendment to this Series Supplement
that adversely affects in any material respect the interests of an Interest
Rate Hedge Provider shall


 


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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 7.18 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 7.14.                             Termination
of Series Supplement.  This Series Supplement
shall cease to be of further effect when (i) all Outstanding Series 2005-4
Notes theretofore authenticated and issued have been delivered (other than
destroyed, lost, or stolen Series 2005-4 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 owing to it from
HVF under its Series 2005-4 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 2005-4
Notes and (vi) the Series 2005-4 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 7.15.                             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 7.14 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 2005-4 Notes without the
consent of the Required Noteholders with respect to the Series 2005-4
Notes.


 


Section 7.16.                             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 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.


 


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Section 7.17.                             Interest
Rate Hedge Provider Deemed Secured Party. 
Each Interest Rate Hedge Provider shall constitute an “Enhancement
Provider” with respect to the Series 2005-4 Notes for all purposes under
the Base Indenture, the other Related Documents and each Series 2005-4
Interest Rate Hedge shall constitute an “Enhancement Agreement” with respect to
the Series 2005-4 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 2005-4 Interest Rate
Hedge and pursuant to this Series Supplement.


 


Section 7.18.                             Ford
Covenants.  HVF hereby covenants and
agrees with Ford that, 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 the Commitment Termination Date to a date after
the November 2010 Payment Date or extend or otherwise modify the Expected
Final Payment Date or the Legal Final Payment Date, (ii) amend, modify or
waive Sections  3.2(d), (e) and (f), 3.3(d) and
(e), 3.5(a), (c), and (e), 3.8(e) and (f),
3.9(b), (c), (e), (f)(I), (g), (h), (i),
(j) and (k), 3.13, 3.14(e) and (f), 3.15(b),
(c), (e), (f)(I), (g), (h), (i), (j)
and (k), 3.17, 7.6, 7.8, 7.10, 7.13, 7.14
and 7.18 of this Series Supplement or any other provision of the Series 2005-4
Supplement providing for drawings on the Series 2005-4 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


 


137

















 


Minimum Fleet
Equity Amount, or the effect of the use of those terms to prohibit certain
payments, (iv) amend, modify or waive any 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 6.3(b) or 6.3(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 2005-4 Closing Date.


 


(e)                                  Outstanding
Letters of Credit.  After the Series 2005-4
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 7.19.                             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 2005-4 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 2005-4 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 2005-4 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


 


138

















 


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 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 2005-4 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 2005-4 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 3.12 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


 


139

















 


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,


 


(D) the
Class B Notes Term Sheet with respect to the Class or Classes of Class B
Notes being issued on such Series 2005-4 Class B Notes Closing Date has been
duly authorized, executed and delivered by HVF,


 


(E) the
Class B Notes being issued on such Series 2005-4 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 Sheet with
respect to Class B Notes being issued on such Series 2005-4 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.


 


140

















 


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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