Exhibit 4.9.16


 




 





 


AMENDED AND RESTATED CLASS A-2 NOTE PURCHASE
AGREEMENT


 


(SERIES 2005-3 VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES,

CLASS A-2)


 


dated as of March 3, 2006,


 


 


among


 


 


HERTZ VEHICLE FINANCING LLC,


 


THE HERTZ CORPORATION,

as Administrator,


 


 


CERTAIN CONDUIT INVESTORS,

each as a Conduit Investor,


 


 


CERTAIN FINANCIAL INSTITUTIONS,

each as a Committed Note Purchaser,


 


 


CERTAIN FUNDING AGENTS,


 


and


 


LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent


 




 





 

















 


AMENDED
AND RESTATED CLASS A-2 NOTE PURCHASE AGREEMENT


 


THIS AMENDED AND RESTATED CLASS A-2 NOTE PURCHASE
AGREEMENT, dated as of March 3, 2006 (as amended, supplemented, restated
or otherwise modified from time to time in accordance with the terms hereof,
this “Agreement”), is made among HERTZ VEHICLE FINANCING LLC, a Delaware
limited liability company (“HVF”), THE HERTZ CORPORATION, a Delaware
corporation (“Hertz” or the “Administrator”), the several
commercial paper conduits listed on Schedule I and their respective
permitted successors and assigns (the “Conduit Investors”; each,
individually, a “Conduit Investor”), the several financial institutions
that serve as committed note purchasers set forth on Schedule I
hereto and the other financial institutions parties hereto pursuant to Section 9.17
(each a “Committed Note Purchaser”), the financial institution set forth
opposite the name of each Conduit Investor, or if there is no Conduit Investor
with respect to any Investor Group, the Committed Note Purchaser with respect
to such Investor Group, on Schedule I hereto and its permitted
successor and assign (the “Funding Agent” with respect to such Conduit
Investor or Committed Note Purchaser) 
and LEHMAN
COMMERCIAL PAPER INC., in its capacity as administrative agent for the
Conduit Investors, the Committed Note Purchasers and the Funding Agents (the “Administrative
Agent”).


 


BACKGROUND


 


1.             On December 21,
2005, a Class A-2 Note Purchase Agreement (the “Original Agreement”)
was entered into among HVF, Hertz, the several commercial paper conduits listed
on Schedule I thereto and their respective permitted successors and
assigns (the “Original Conduit Investors”), the several financial
institutions that serve as committed note purchasers set forth on Schedule I
thereto and the other financial institutions parties thereto pursuant to Section 9.17
thereof (the “Original Committed Note Purchasers”), the financial
institution set forth opposite the name of each Original Conduit Investor, or
if there was no Original Conduit Investor with respect to any Investor Group,
the Original Committed Note Purchaser with respect to such Investor Group, on Schedule I
thereto and its permitted successor and assign, and the Administrative Agent.


 


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


 


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


 


1

















 


“Indenture”), between HVF and the Trustee,
pursuant to which HVF issued one or more Series 2005-3 Variable Funding
Rental Car Asset Backed Notes, Class A-2 (the “Class A-2 Notes”).


 


4.             HVF has
issued the Class A-2 Notes in favor of the Conduit Investors, or if there
was no Conduit Investor with respect to any Investor Group, the Committed Note
Purchaser with respect to such Investor Group, and has obtained the agreement
of the Conduit Investors or the Committed Note Purchasers, as applicable, to
make loans from time to time (each, an “Advance”) for the purchase of Class A-2
Principal Amounts, all of which Advances (including the Initial Advance) will
constitute Increases, and all of which Advances (including the Initial Advance)
will be evidenced by the Class A-2 Notes purchased in connection herewith
and will constitute purchases of Class A-2 Principal Amounts corresponding
to the amount of such Advances. Subject to the terms and conditions of this
Agreement, each Conduit Investor may make Advances from time to time and
each Committed Note Purchaser is willing to commit to make Advances from time
to time, to fund purchases of Class A-2 Principal Amounts in an aggregate
outstanding amount up to the Maximum Investor Group Principal Amount for the
related Investor Group until the commencement of the Series 2005-3 Rapid
Amortization Period. Hertz has joined in this Agreement to confirm certain
representations, warranties and covenants made by it as Administrator for the
benefit of each Conduit Investor and each Committed Note Purchaser.


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Base Rate Tranche” means that portion of the Class A-2
Principal Amount purchased or maintained with Advances which bear interest by
reference to the Base Rate.


 


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


 


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


 


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


 


“Class A-2 Commitment Termination Date”
means November 24, 2010 or such later date designated in accordance with Section 2.05
or such earlier date as the parties hereto may agree in writing to
terminate this Agreement.


 


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


 


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


 


“Commitment Percentage” means, on any date of
determination, with respect to any Investor Group, the ratio, expressed as a
percentage, which such Investor Group’s Maximum Investor Group Principal Amount
bears to the Class A-2 Maximum Principal Amount on such date.


 


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


 


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


 


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


 


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


 


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


 


“CP Rate” means, with respect to each Conduit
Investor (i) for any day during any Series 2005-3 Interest Period
funded by a Conduit Investor set forth in Schedule I hereto or any
other Conduit Investor that elects in its Assignment and Assumption Agreement
to make this clause (i) applicable (collectively, the “Conduits”),
the per annum rate equivalent to the weighted average of the per annum rates
paid or payable by such Conduits from time to time as interest on or otherwise
(by means of interest rate hedges or otherwise taking into consideration any
incremental carrying costs associated with short term promissory notes issued
by such Conduits maturing on dates other than those certain dates on which such
Conduits are to receive funds) in respect of the promissory notes issued by
such Conduits that are allocated in whole or in part by their respective
Funding Agent (on behalf of such Conduits) to fund or maintain the Class A-2
Principal Amount during such period, as determined by their respective Funding
Agent (on behalf of such Conduits), including (x) the commissions of placement
agents and dealers in respect of such promissory notes, to the extent such
commissions are allocated, in whole or in part, to such promissory notes by the
related Committed Note Purchasers (on behalf of such Conduits), (y) all
reasonable costs and expenses of any issuing and paying agent or other person
responsible for the administration of such


 


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Conduits’ commercial paper programs in connection with
the preparation, completion, issuance, delivery or payment of Class A-2
Commercial Paper, and (z) the costs of other borrowings by such Conduits
including, without limitation, borrowings to fund small or odd dollar amounts
that are not easily accommodated in the commercial paper market; provided,
however, that if any component of such rate is a discount rate, in
calculating the CP Rate, the respective Funding Agent for such Conduits shall
for such component use the rate resulting from converting such discount rate to
an interest bearing equivalent rate per annum and (ii) for any Series 2005-3
Interest Period for any portion of the Commitment of the related Investor Group
funded by any other Conduit Investor, the “CP Rate” applicable to such Conduit Investor
as set forth in its Assignment and Assumption Agreement.


 


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


 


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


 


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


 


(i)                                     no
Eurodollar Interest Period may end subsequent to the December 2011
Payment Date; and


 


(ii)                                  upon
the occurrence and during the continuation of the Series 2005-3 Rapid
Amortization Period, any Eurodollar Interest Period may be terminated at
the election of the related Funding Agent by notice to HVF and the
Administrator, and upon such election the Eurodollar Advances in respect of
which interest was calculated by reference to such terminated Eurodollar
Interest Period shall be converted to Base Rate Advances or included in the CP
Tranche until payment in full of the Class A-2 Notes.


 


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


 


“Eurodollar Rate” means, the rate per annum
determined by the related Funding Agent at approximately 11:00 a.m.
(London time) on the date which is one (1)


 


5

















 


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


 


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


 


	
  Eurodollar Rate =

  	
   

  	
  Eurodollar
  Rate

  	
   

  
	
  (Reserve Adjusted)

  	
   

  	
  1.00
  – Eurodollar Reserve Percentage

  	
   

  



 


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


 


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


 


6

















 


“Eurodollar Tranche” means that portion of the Class A-2
Principal Amount purchased or maintained with Eurodollar Advances.


 


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


 


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


 


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


 


“Increase Date” shall mean the Business Day on
which an Increase in the Class A-2 Principal Amount occurs.


 


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


 


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


 


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


 


“Investor Group Principal Amount” means, with respect to any
Investor Group, (a) when used with respect to the Series 2005-3
Closing Date, such Investor Group’s Commitment Percentage of the Class A-2
Initial Principal Amount and (b) when used with respect to any other date,
an amount equal to (i) the Investor Group Principal Amount with respect to
such Investor Group on the immediately preceding Business Day plus (ii) the
Investor Group Increase Amount with respect to such Investor Group on such date
minus (iii) the amount of principal payments made to such Investor
Group pursuant to Section 3.5 of the Series 2005-3 Supplement on such
date plus (iv) the amount of principal payments recovered from such
Investor Group by a trustee as a preference payment in a bankruptcy proceeding
of the Issuer or otherwise.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Program Fee Rate”
means 0.375%.


 


“Program Support Agreement” means and includes
any agreement entered into by any Program Support Provider in respect of any Class A-2
Commercial Paper and/or Class A-2 Note providing for the issuance of one
or more letters of credit for the account of a Committed Note Purchaser or a
Conduit Investor, the issuance of one or more insurance policies for which a Committed
Note Purchaser or a Conduit Investor is obligated to reimburse the applicable
Program Support Provider for any drawings thereunder, the sale by a Committed
Note Purchaser or a Conduit Investor to any Program Support Provider of the Class A-2
Notes (or portions thereof or interests therein) and/or the making of loans
and/or other extensions of credit to a Committed Note Purchaser or a Conduit
Investor in connection with such Conduit Investor’s securitization program,
together with any letter of credit, insurance policy or other instrument issued
thereunder or guaranty thereof (but excluding any discretionary advance
facility provided by a Committed Note Purchaser).


 


“Program Support Provider” means and includes
any financial institutions and any other or additional Person (other than any
customer of HVF) now or hereafter extending credit or having a commitment to
extend credit to or for the account of, and/or agreeing to make purchases from,
a Committed Note Purchaser or a Conduit Investor in respect of such Committed
Note Purchaser’s or Conduit Investor’s Class A-2 Commercial Paper and/or Class A-2
Note, and/or agreeing to issue a letter of credit or insurance policy or other
instrument to support any obligations arising under or in connection with such
Conduit Investor’s securitization program as it relates to any Class A-2
Commercial Paper issued by such Conduit Investor, in each case pursuant to a
Program Support Agreement and any guarantor of any such person.


 


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“Reference Lender” means the related Funding
Agent.


 


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


 


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


 


“Series 2005-3 Supplement” means that certain Series Supplement to the Base Indenture,
dated as of the date hereof (as
amended, modified, restated or supplemented from time to time in accordance
with the terms thereof), by and between HVF and BNY Midwest Trust Company, as
Trustee, relating to, among other things, the issuance by HVF of its Class A-2
Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE II

PURCHASE AND SALE OF CLASS A-2
NOTES


 


SECTION 2.01   The Initial Note Purchase.   On the
terms and conditions set forth in the Indenture and this Agreement, and in
reliance on the covenants, representations and agreements set forth herein and
therein, HVF caused the Trustee to issue the initial Class A-2 Notes on
the Series 2005-3 Closing Date. Such initial Class A-2 Notes for each
Investor Group were dated the Series 2005-3 Closing Date, registered in
the name of the respective Funding Agent or its nominee, as agent for the
related Conduit Investor and the Committed Note Purchaser(s), or in such other
name as the respective Funding Agent may request, and duly authenticated
in accordance with the provisions of the Indenture.


 


SECTION 2.02   Advances.   (a)   Subject to the terms and conditions of this
Agreement and the Series 2005-3 Supplement, each Conduit Investor, if any may and,
if such Conduit Investor determines that it will not make an Advance or any
portion of an Advance, its related Committed Note Purchaser(s) or, if there is
no Conduit Investor with respect to any Investor Group, the Committed Note
Purchaser(s) with


 


9

















 


respect to such Investor
Group, shall, to the extent such Conduit Investor does not make such Advance or
there is no such Conduit Investor with respect to an Investor Group, and the
Commitment Termination Date has not occurred, upon HVF’s request, delivered in
accordance with the provisions of Section 2.03, and the
satisfaction of all conditions precedent thereto, make Advances from time to
time during the Series 2005-3 Revolving Period; provided, that,
such Advances shall be made ratably by each Conduit Investor, if any, based on
the respective Commitment Percentage of its Investor Group and the portion of
any such Advance made by a Committed Note Purchaser shall be its Committed Note
Purchaser Percentage of the Commitment Percentage with respect to the related
Investor Group; provided, that no Advance shall be required or permitted
to be made on any date if, after giving effect to such Advance, (i) such
related Investor Group Principal Amount would exceed the Maximum Investor Group
Principal Amount, (ii) the Class A-2 Principal Amount would exceed
the Class A-2 Maximum Principal Amount, (iii) a Class Enhancement
Deficiency or an Aggregate Asset Amount Deficiency exists or would exist as a
result of such Advance, or (iv) an Amortization Event or Potential Amortization
Event with respect to the Series 2005-3 Notes exists or would exist as a
result of such Advance. If a Conduit Investor elects not to fund the full
amount of its Commitment Percentage of the Class A-2 Initial Principal
Amount or a requested Increase, such Conduit Investor shall notify the
Administrative Agent and the Funding Agent with respect to such Conduit
Investor, and each Committed Note Purchaser with respect to such Conduit
Investor shall fund its Committed Note Purchaser Percentage of the portion of
the Commitment Percentage with respect to such Investor Group of the Class A-2
Initial Principal Amount or such Increase, as the case may be, not funded
by such Conduit Investor.


 


(b)           Subject
to Section 9.10(b), each Conduit Investor hereby agrees with
respect to itself that it will use commercially reasonable efforts to fund
Advances made by its Investor Group through the issuance of Class A-2
Commercial Paper; provided, that (i) no Conduit Investor will have
any obligation to use commercially reasonable efforts to fund Advances made by
its Investor Group through the issuance of Class A-2 Commercial Paper at
any time (x) an Amortization Event has occurred and is continuing or (y) the
funding of such Advance through the issuance of Class A-2 Commercial Paper
would be prohibited by the program documents governing such Conduit Investor’s
commercial paper program, (ii) nothing herein is (or shall be construed)
as a commitment by any Conduit Investor to fund any Advance through the
issuance of Class A-2 Commercial Paper, and (iii) notwithstanding
anything herein or in any other Related Document to the contrary, at no time
will a Conduit Investor be obligated to make Advances hereunder.


 


(c)           The
proceeds of all Advances on any date shall be allocated according to the
provisions of Article III of the Series 2005-3 Supplement. Each of
the Advances to be made on any date shall be made singly as part of a
single borrowing (each such single borrowing being a “Borrowing”). Subject
to the terms of this Agreement and the Series 2005-3 Supplement, the
aggregate principal amount of the Advances represented by the Class A-2
Notes may be increased or decreased from time to time.


 


10

















 


SECTION 2.03   Borrowing Procedures.


 


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


 


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


 


11

















 


Purchaser on behalf of
such Defaulting Committed Note Purchaser, together with interest thereon, for
each day from the date a payment was made by a Non-Defaulting Committed Note
Purchaser until the date such Non-Defaulting Committed Note Purchaser has been
paid such amounts in full, at a rate per
annum equal to the sum of the Base Rate
plus 1% per
annum.


 


SECTION 2.04   The Class A-2 Notes.   On each date an Advance is funded under the Class A-2
Note pursuant to the Series 2005-3 Supplement, and on each date the amount
of outstanding Advances thereunder is reduced, a duly authorized officer,
employee or agent of the related Funding Agent shall make appropriate notations
in its books and records of the amount of such Advance and the amount of such
reduction, as applicable. HVF hereby authorizes each duly authorized officer,
employee and agent of such Funding Agent to make such notations on the books
and records as aforesaid and every such notation made in accordance with the
foregoing authority shall be prima facie evidence
of the accuracy of the information so recorded and shall be binding on HVF
absent manifest error; provided, however, that in the event of a
discrepancy between the books and records of such Funding Agent and the records
maintained by the Trustee pursuant to the Indenture, such discrepancy shall be
resolved by such Funding Agent, the Insurer and the Trustee.


 


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


 


SECTION 2.06   Selection of Interest Rates.   Following
(i) the funding of any Advances by a Committed Note Purchaser or (ii) any
assignment by a Conduit Investor to its related liquidity providers pursuant to
the applicable liquidity purchase agreement or liquidity loan agreement with
respect to the Class A-2 Notes or to its related Committed Note Purchaser
hereunder, in each case the Advances funded, directly or indirectly, with
amounts received from any such provider or Committed Note Purchaser will accrue
interest at the Base Rate; provided that HVF may, prior to the
commencement of the Series 2005-3 Rapid Amortization Period, if HVF gives
notice prior to 12:00 p.m. (New York Time) on the date which is one (1) Business
Day prior to the commencement of the related Eurodollar Interest Period, elect
that such Advances be made as Eurodollar Advances.


 


SECTION 2.07   Reduction in Commitment Amount.   HVF may, upon three Business Days’ notice to
the Administrative Agent, each Funding Agent, each Conduit Investor and each
Committed Note Purchaser, effect a permanent reduction in the Class A-2
Maximum Principal Amount and a corresponding reduction in the Commitment Amount
and the Maximum Investor Group Principal Amount; provided that (x) any
such reduction (i) will be limited to the undrawn portion of the
Commitment Amounts, although any such reduction may be combined with a
Voluntary Decrease effected pursuant to and in accordance with Section 2.2(b) of
the Series 2005-3 Supplement, and (ii) must be in a minimum amount of
$10,000,000 and (y) after giving effect to such reduction, the Class A-2
Maximum Principal Amount equals or exceeds


 


12

















 


$200,000,000, unless
reduced to zero. Any reduction made pursuant to this Section 2.07
shall be made ratably among the Investor Groups on the basis of their
respective Maximum Investor Group Principal Amount. Any reduction in the Class A-2
Maximum Principal Amount shall result in a ratable reduction of the Class A-1
Maximum Principal Amount, unless otherwise agreed upon in writing by the
Administrative Agent, each Funding Agent, each Conduit Investor and each
Committed Note Purchaser. Any reduction under the Class A Notes shall
result in a ratable reduction under the Series 2005-4 Notes, unless
otherwise agreed upon in writing by the Administrative Agent, each Funding
Agent, each Conduit Investor and each Committed Note Purchaser.


 


ARTICLE III

INTEREST AND FEES


 


SECTION 3.01   Interest.   Each related Advance funded or maintained by
a Conduit Investor during the related Series 2005-3 Interest Period (a) through
the issuance of Class A-2 Commercial Paper shall bear interest at the CP
Rate for such Series 2005-3 Interest Period and (b) through means
other than the issuance of Class A-2 Commercial Paper shall bear interest
at (i) the Base Rate for the related Series 2005-3 Interest Period or
(ii) if the required notice has been given pursuant to Section 2.06,
the Eurodollar Rate (Reserve Adjusted) applicable to such Investor Group for
the related Eurodollar Interest Period, in each case except as otherwise
provided in the definition of Eurodollar Interest Period or in Section 3.03
or 3.04. Each Funding Agent shall notify HVF, the Administrator and the
Administrative Agent of the applicable interest rate for the Advances made by
its Investor Group for the related Series 2005-3 Interest Period by 11:00 a.m.
(New York time) on the Business Day preceding each Determination Date and on
the Business Day following each Payment Date. In addition, each Funding Agent
shall notify HVF, the Administrator and the Administrative Agent of the
applicable CP Rate for each Advance made by its Investor Group and funded
through the issuance of Class A-2 Commercial Paper by 11:00 a.m. (New
York time) on the Business Day of such Advance. The Administrative Agent shall
notify the Administrator of the blended average of the CP Rates for each
Advance on the Business Day of such Advance.


 


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


 


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


 


13

















 


SECTION 3.02 
 Fees.


 


(a)           On
each Payment Date, HVF shall pay to each Funding Agent, for the account of the
related Investor Group, a program fee (the “Program Fee”) equal to the
product of (x) the Program Fee Rate, (y) the daily average Investor Group
Principal Amount for the related Investor Group for the period from and
including the immediately preceding Payment Date (or in the case of the first
Payment Date, the Series 2005-3 Closing Date) to but excluding such
Payment Date and (z) the number of days in the related Series 2005-3
Interest Period divided by 360 (or in the case of the first Payment Date
occurring following the Series 2005-3 Closing Date, the number of days in
the period from and including the Series 2005-3 Closing Date to but
excluding such first Payment Date).


 


(b)           On
each Payment Date on or prior to the Commitment Termination Date, HVF shall pay
to each Funding Agent, for the account of the related Investor Group, an
undrawn facility fee (the “Undrawn Facility Fee”) equal to (x) 0.175% times
(y) the excess of (i) 102% of the Maximum Investor Group Principal Amount
for the related Investor Group over (ii) 102% of the daily average
Investor Group Principal Amount for the related Investor Group during the
related Series 2005-3 Interest Period (or in the case of the first Payment
Date occurring following the Series 2005-3 Closing Date, the number of
days in the period from and including the Series 2005-3 Closing Date to
but excluding such first Payment Date), times (z) the number of days in
the related Series 2005-3 Interest Period divided by 360 (or in the case
of the first Payment Date occurring following the Series 2005-3 Closing
Date, the number of days in the period from and including the Series 2005-3
Closing Date to but excluding such first Payment Date).


 


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


 


(d)           On the Series 2005-3
Closing Date, HVF paid to each Funding Agent, for the account of the related
Committed Note Purchaser a structuring and commitment fee equal to the product
of (a) the product of (x) 0.75% and (y) the Class A-2 Maximum
Principal Amount and (b) such Committed Note Purchaser’s Committed Note
Purchaser Percentage on the Series 2005-3 Closing Date.


 


SECTION 3.03   Eurodollar Lending Unlawful.   If a Conduit Investor, a Committed Note
Purchaser or any Program Support Provider shall reasonably determine (which
determination shall, upon notice thereof to the Administrative Agent and the
related Funding Agent and HVF, be conclusive and binding on HVF absent manifest
error) that the introduction of or any change in or in the interpretation of
any law, rule or regulation makes it unlawful, or any central bank or
other Governmental Authority asserts that it is unlawful, for any such Program
Support Provider or Committed Note Purchaser to make, continue, or maintain any
Advance as, or to convert any Advance into, the Eurodollar Tranche of such
Advance, the obligation of such Person to make, continue or maintain or convert
any such Advance as the Eurodollar Tranche of such


 


14

















 


Advance shall, upon such
determination, forthwith be suspended until such Person shall notify the
related Funding Agent and HVF that the circumstances causing such suspension no
longer exist, and such Investor Group shall immediately convert all Advances of
any such Program Support Provider or Committed Note Purchaser, as applicable,
into the Base Rate Tranche of such Advance at the end of the then current
Eurodollar Interest Periods with respect thereto or sooner, if required by such
law or assertion.


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.05   Increased or Reduced Costs, etc..   HVF agrees to reimburse each Conduit Investor
and each Committed Note Purchaser and any Program Support Provider (each, an “Affected
Person”) for any increase in the cost of, or any reduction in the amount of
any sum receivable by any such Affected Person, including reductions in the
rate of return on such Affected Person’s capital, in respect of making,
continuing or maintaining (or of its obligation to make, continue or maintain)
any Advances as, or of converting (or of its obligation to convert) any
Advances into, the Eurodollar Tranche of such Advance that arise in connection
with any Changes in Law, except for such Changes in Law with respect to
increased capital costs and taxes which


 


15

















 


are governed by Sections
3.07 and 3.08, respectively. Each such demand shall be provided to
the related Funding Agent and HVF in writing and shall state, in reasonable
detail, the reasons therefor and the additional amount required fully to
compensate such Affected Person for such increased cost or reduced amount or
return. Such additional amounts shall be payable by HVF to such Funding Agent
and by such Funding Agent directly to such Affected Person within five (5) Business
Days of HVF’s receipt of such notice, and such notice shall, in the absence of
manifest error, be conclusive and binding on HVF.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.07   Increased Capital Costs.   If any Change in Law affects or would affect
the amount of capital required or reasonably expected to be maintained by any
Affected Person or any Person controlling such Affected Person and such
Affected Person reasonably determines (in its sole and absolute discretion)
that the rate of return on its or such controlling Person’s capital as a consequence
of its commitment or the


 


16

















 


Advances made by such
Affected Person is reduced to a level below that which such Affected Person or
such controlling Person would have achieved but for the occurrence of any such
circumstance, then, in any such case after notice from time to time by such
Affected Person to the related Funding Agent and HVF, HVF shall pay to such
Funding Agent and such Funding Agent shall pay an incremental commitment fee to
such Affected Person sufficient to compensate such Affected Person or such
controlling Person for such reduction in rate of return. A statement of such
Affected Person as to any such additional amount or amounts (including
calculations thereof in reasonable detail), in the absence of manifest error,
shall be conclusive and binding on HVF; and provided, further,
that the initial payment of such increased commitment fee shall include a
payment for accrued amounts due under this Section 3.07 prior to
such initial payment. In determining such additional amount, such Affected
Person may use any method of averaging and attribution that it (in its
reasonable discretion) shall deem applicable so long as it applies such method
to other similar transactions.


 


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


 


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


 


If HVF fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Affected Person or its
agent the required receipts or other required documentary evidence, HVF shall
indemnify the Affected Person and their agent for any


 


17

















 


incremental Taxes, interest or penalties that may become
payable by any such Affected Person or its agent as a result of any such
failure. For purposes of this Section 3.08, a distribution
hereunder by the agent for the relevant Affected Person shall be deemed a
payment by HVF.


 


Upon the request of HVF, each Foreign Affected Person
shall execute and deliver to HVF, prior to the initial due date of any payments
hereunder and to the extent permissible under then current law, and on or about
the first scheduled payment date in each calendar year thereafter, one or more
(as HVF may reasonably request) United States Internal Revenue Service
Forms W-8BEN, Forms W-8ECI or Forms W-9, or successor applicable forms, or such
other forms or documents (or successor forms or documents), appropriately
completed, as may be applicable to establish the extent, if any, to which
a payment to such Affected Person is exempt from withholding or deduction of
Taxes. HVF shall not, however, be required to pay any increased amount under
this Section 3.08 to any Affected Person that is organized under
the laws of a jurisdiction other than the United States if such Affected Person
fails to comply with the requirements set forth in this paragraph.


 


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


 


SECTION 3.09   Indenture Carrying Charges; Survival.
  Any amounts payable by HVF under Sections
3.05, 3.06, 3.07 or 3.08 shall constitute Carrying
Charges within the meaning of the Base Indenture and Indenture Carrying Charges
within the meaning of Series 2005-3 Supplement. The agreements in Sections
3.05, 3.06, 3.07 and 3.08 shall survive the
termination of this Amended and Restated Class A-2 Note Purchase
Agreement, the Series 2005-3 Supplement and the Base Indenture and the
payment of all amounts payable hereunder and thereunder.


 


ARTICLE IV

OTHER PAYMENT TERMS


 


SECTION 4.01   Time and Method of Payment.   All amounts payable to any Funding Agent
hereunder or with respect to the Class A-2 Notes shall be made to the
applicable Funding Agent or upon the order of the applicable Funding Agent by wire transfer of immediately available
funds in Dollars not later than 1:00 p.m., New York


 


18

















 


City time, on the date
due. Any funds received after that time will be deemed to have been received on
the next Business Day. HVF’s obligations hereunder in respect of any amounts
payable to any Conduit Investor or Committed Note Purchaser shall be discharged
to the extent funds are disbursed by HVF to the related Funding Agent as
provided herein whether or not such funds are properly applied by such Funding
Agent.


 


ARTICLE V

THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS


 


SECTION 5.01   Authorization and Action of the
Administrative Agent.   Each of the
Conduit Investors, the Committed Note Purchasers and the Funding Agents hereby
designates and appoints Lehman Commercial Paper Inc. as the Administrative
Agent hereunder, and hereby authorizes the Administrative Agent to take such
actions as agent on their behalf and to exercise such powers as are delegated
to the Administrative Agent by the terms of this Agreement together with such
powers as are reasonably incidental thereto. The Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein,
or any fiduciary relationship with any Conduit Investor, any Committed Note
Purchaser or any Funding Agent, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part of the
Administrative Agent shall be read into this Agreement or otherwise exist for
the Administrative Agent. In performing its functions and duties hereunder, the
Administrative Agent shall act solely as agent for the Conduit Investors, the
Committed Note Purchasers and the Funding Agents and does not assume nor shall
it be deemed to have assumed any obligation or relationship of trust or agency
with or for HVF or any of its successors or assigns. The Administrative Agent
shall not be required to take any action that exposes the Administrative Agent
to personal liability or that is contrary to this Agreement or Applicable Law. The
appointment and authority of the Administrative Agent hereunder shall terminate
upon the indefeasible payment in full of the Class A-2 Notes and all other
amounts owed by HVF hereunder to the Investor Groups (the “Aggregate Unpaids”).


 


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


 


SECTION 5.03   Exculpatory Provisions.   Neither the Administrative Agent nor any of
its directors, officers, agents or employees shall be (a) liable for any
action lawfully taken or omitted to be taken by it or them under or in
connection with this Agreement (except for its, their or such Person’s own gross
negligence or willful misconduct), or (b) responsible in any manner to any
Conduit Investor, any Committed Note Purchaser or any Funding Agent for any
recitals, statements, representations or warranties made by HVF contained in
this Agreement or in any certificate, report, statement or other document
referred to or provided for in, or received under or in connection with, this
Agreement for the due execution, legality, value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other


 


19

















 


document furnished in
connection herewith, or for any failure of HVF to perform its obligations
hereunder, or for the satisfaction of any condition specified in Article VII.
The Administrative Agent shall not be under any obligation to any Conduit
Investor, any Committed Note Purchaser or any Funding Agent to ascertain or to
inquire as to the observance or performance of any of the agreements or
covenants contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of HVF. The Administrative Agent shall not be
deemed to have knowledge of any Amortization Event, Potential Amortization
Event, Liquidation Event of Default or Limited Liquidation Event of Default
unless the Administrative Agent has received notice from HVF, any Conduit
Investor, any Committed Note Purchaser or any Funding Agent.


 


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


 


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


 


SECTION 5.06   The Administrative Agent in its
Individual Capacity.   The
Administrative Agent and any of its Affiliates may make loans to, accept
deposits


 


20

















 


from, and generally
engage in any kind of business with HVF or any Affiliate of HVF as though the
Administrative Agent were not the Administrative Agent hereunder.


 


SECTION 5.07   Successor Administrative Agent.   The Administrative Agent may, upon 30 days
notice to HVF and each of the Conduit Investors, the Committed Note Purchasers
and the Funding Agents, and the Administrative Agent will, upon the direction
of Investor Groups holding more than 75% of the Class A-2 Principal
Amount, resign as Administrative Agent. If the Administrative Agent shall
resign, then the Investor Groups, during such 30-day period, shall appoint an
Affiliate of a member of the Investor Groups as a successor agent. If for any
reason no successor Administrative Agent is appointed by the Investor Groups
during such 30-day period, then effective upon the expiration of such 30-day
period, HVF shall make all payments in respect of the Aggregate Unpaids or
under any fee letter delivered in connection herewith directly to the Funding
Agents and for all purposes shall deal directly with the Funding Agents. After
any retiring Administrative Agent’s resignation hereunder as Administrative
Agent, the provisions of Section 9.05 and this Article V
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Administrative Agent under this Agreement.


 


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


 


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


 


21

















 


SECTION 5.10   Exculpatory Provisions.   Each Funding Agent and any of its directors,
officers, agents or employees shall not be (a) liable for any action
lawfully taken or omitted to be taken by it or them under or in connection with
this Agreement (except for its, their or such Person’s own gross negligence or
willful misconduct), or (b) responsible in any manner to the related
Investor Group for any recitals, statements, representations or warranties made
by HVF contained in this Agreement or in any certificate, report, statement or
other document referred to or provided for in, or received under or in
connection with, this Agreement, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other
document furnished in connection herewith, or for any failure of HVF to perform its
obligations hereunder, or for the satisfaction of any condition specified in Article VII.
Each Funding Agent shall not be under any obligation to the related Investor
Group to ascertain or to inquire as to the observance or performance of any of
the agreements or covenants contained in, or conditions of, this Agreement, or
to inspect the properties, books or records of HVF. Each Funding Agent shall
not be deemed to have knowledge of any Amortization Event, Potential
Amortization Event, Liquidation Event of Default or Limited Liquidation Event
of Default unless such Funding Agent has received notice from HVF or the
related Investor Group.


 


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


 


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


 


22

















 


conditions and
creditworthiness of HVF and made its own decision to enter into this Agreement.


 


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


 


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


 


ARTICLE VI

REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


(b)           assuming
each Conduit Investor or other purchaser of the Class A-2 Notes hereunder
is not purchasing with a view toward further distribution and there has been no
general solicitation or general advertising within the meaning of the
Securities Act, and further assuming that the representations and warranties of
each Conduit Investor set forth in Section 6.03 of this Agreement
are true and correct, the offer and sale of the Class A-2 Notes in the
manner contemplated by this Agreement is a transaction exempt from the
registration requirements of the Securities Act, and the Base Indenture is not
required to be qualified under the Trust Indenture Act; and


 


(c)           HVF
has furnished to the Administrative Agent true, accurate and complete copies of
all other Related Documents (excluding Series Supplements and other
Related Documents relating solely to a Series of Notes other than the


 


23

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


24














 


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


 


(d)           it
understands that the Class A-2 Notes have not been and will not be
registered or qualified under the Securities Act or any applicable state
securities laws or the securities laws of any other jurisdiction and is being
offered only in a transaction not involving any public offering within the
meaning of the Securities Act and may not be resold or otherwise
transferred unless so registered or qualified or unless an exemption from
registration or qualification is available, that HVF is not required to
register the Class A-2 Notes, and that any transfer must comply with
provisions of Section 2.8 of the Base Indenture;


 


(e)           it
understands that the Class A-2 Notes will bear the legend set out in the form of
Class A-2 Notes attached as Exhibit A to the Series 2005-3
Supplement and be subject to the restrictions on transfer described in such
legend;


 


(f)            it
will comply with all applicable federal and state securities laws in connection
with any subsequent resale of the Class A-2 Notes;


 


(g)           it
understands that the Class A-2 Notes may be offered, resold, pledged
or otherwise transferred only with HVF’s prior written consent, which consent
shall not be unreasonably withheld, and only (A) to HVF, (B) in a
transaction meeting the requirements of Rule 144A under the Securities
Act, (C) outside the United States to a foreign person in a transaction
meeting the requirements of Regulation S under the Securities Act, or (D) in
a transaction complying with or exempt from the registration requirements of
the Securities Act and in accordance with any applicable securities laws of any
state of the United States or any other jurisdiction; notwithstanding the
foregoing, it is hereby understood and agreed by HVF that the Class A-2
Notes will be pledged by each Conduit Investor pursuant to its related  commercial paper program documents, and the Class A-2
Notes, or interests therein, may be sold, transferred or pledged to its
related Committed Note Purchaser or any Program Support Provider or any
affiliate of its related Committed Note Purchaser or any Program Support
Provider or, any commercial paper conduit administered by its related Committed
Note Purchaser or any Program Support Provider or any affiliate of its related
Committed Note Purchaser or any Program Support Provider;


 


(h)           if
it desires to offer, sell or otherwise transfer, pledge or hypothecate the Class A-2
Notes as described in clause (B) or (D) of Section 6.03(g),
and such sale, transfer or pledge does not fall within the “notwithstanding the
foregoing” provision of Section 6.03(g), the transferee of the Class A-2
Notes will be required to deliver a certificate, as described in the Series 2005-3


 


25

















 


Supplement, that an exemption from the registration
requirements of the Securities Act applies to such offer, sale, transfer or
hypothecation. Upon original issuance thereof, and until such time as the same may no
longer be required under the applicable requirements of the Securities Act, the
certificate evidencing the Class A-2 Notes (and all securities issued in
exchange therefor or substitution thereof) shall bear a legend substantially in
the form set forth in the Class A-2 Notes included as an exhibit to
the Series 2005-3 Supplement. Each Conduit Investor understands that the
registrar and transfer agent for the Class A-2 Notes will not be required
to accept for registration of transfer the Class A-2 Notes acquired by it,
except upon presentation of an executed letter in the form required by the
Series 2005-3 Supplement; and


 


(i)            it
will obtain from any purchaser of the Class A-2 Notes substantially the
same representations and warranties contained in the foregoing paragraphs.


 


ARTICLE VII

CONDITIONS


 


SECTION 7.01   Conditions to Issuance.   Each Conduit Investor had no obligation to
purchase the Class A-2 Notes hereunder on the Series 2005-3 Closing
Date unless:


 


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


 


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


 


(c)           on
the Series 2005-3 Closing Date, each Conduit Investor, or if there is no
Conduit Investor with respect to any Investor Group, the Committed Note
Purchaser with respect to such Investor Group, shall have received a letter, in
form and substance reasonably satisfactory to it, from each of Moody’s,
S&P and Fitch stating that a long-term rating of “Aaa” (in the case of
Moody’s) and “AAA” (in the case of S&P and Fitch) has been assigned to the Class A-2
Notes;


 


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


 


(e)           at
the time of such issuance, all conditions to the issuance of the Class A-2
Notes under the Series 2005-3 Supplement and under Section 2.2 of the
Base Indenture shall have been satisfied or waived.


 


26

















 


SECTION 7.02   Conditions to Initial Borrowing. The
obligation of the Conduit Investors, or if there is no Conduit Investor with
respect to any Investor Group, the Committed Note Purchaser with respect to
such Investor Group, to fund the initial Borrowing hereunder shall be subject
to the satisfaction of the conditions precedent that each Funding Agent shall
have received a duly executed and authenticated Class A-2 Note registered
in its name or in such other name as shall have been directed by the applicable
Committed Note Purchaser and stating that the principal amount thereof shall
not exceed the Maximum Investor Group Principal Amount of such Funding Agent’s
Investor Group and HVF shall have paid all fees required to be paid by it on
the Series 2005-3 Closing Date, including all fees required hereunder.


 


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


 


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


 


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


 


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


 


(d)           the
related Funding Agent shall have received the Monthly Noteholders’ Statement
for the Class A-2 Notes for the Related Month immediately preceding the
date of such Borrowing and an executed advance


 


27

















 


request in the form of Exhibit A
hereto (each such request, an “Advance Request”) certifying as to the
current Aggregate Asset Amount, Class A Enhancement Amount and Class B
Enhancement Amount; and


 


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


 


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


 


ARTICLE VIII

COVENANTS


 


SECTION 8.01   Covenants.   HVF and the Administrator each severally
covenants and agrees that, until the Class A-2 Notes have been paid in
full and the Term has expired, it will:


 


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


 


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


 


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


 


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


 


28

















 


the Base Indenture, and (ii) to visit the offices
and properties of, the Administrator, Hertz, HVF, the Intermediary and the
Nominee for the purpose of examining such materials described in clause (i) above,
and to discuss matters relating to the Series 2005-3 Collateral, or the
administration and performance of the Base Indenture, the Series 2005-3
Supplement and the other Related Documents with any of the officers or
employees of, the Administrator, Hertz, HVF, the Intermediary and/or the
Nominee, as applicable, having knowledge of such matters;


 


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


 


(f)            not
permit any amounts owed with respect to
the Class A-2 Notes will be
secured, directly or indirectly, by any Margin Stock;


 


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


 


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


 


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


 


ARTICLE IX

MISCELLANEOUS PROVISIONS


 


SECTION 9.01   Amendments.   No amendment to or waiver of any provision of
this Agreement, nor consent to any departure by the Administrator or HVF, shall
in any event be effective unless the same shall be in writing and signed by the
Administrator, HVF, the Administrative Agent, each Conduit Investor, and each
Committed Note Purchaser, and in the case of any material amendments, receipt
of written confirmation from each rating agency then rating the Class A-2
Commercial Paper that such amendment will not result in the reduction or
withdrawal of the then current ratings in respect of the Class A-2
Commercial Paper; provided, however, that, subject to any
provision of the Base Indenture or the Series 2005-3 Supplement requiring
the consent of each affected Noteholder or of a higher percentage of
Noteholders, any amendment that does not adversely affect in any material
respect the


 


29

















 


interests of the Conduit
Investors or the Committed Note Purchasers shall only require (i) the
consent of the Conduit Investors and Committed Note Purchasers holding more
than 50% of the Class A-2 Notes and the Commitment, respectively, and (ii) receipt
of written confirmation from each rating agency then rating the Class A-2
Commercial Paper that such amendment will not result in the reduction or
withdrawal of the then current ratings in respect of the Class A-2
Commercial Paper.


 


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


 


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


 


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


 


30

















 


(b)           Each
Conduit Investor may at any time assign its rights in the Class A-2
Notes (and its rights hereunder and under the Related Documents) to its related
Committed Note Purchaser. Furthermore, each Conduit Investor may at any
time grant a security interest in and lien on, all or any portion of its
interests under this Agreement, its Class A-2 Note and all Related
Documents to (i) its related Committed Note Purchaser, (ii) its
Funding Agent, (iii) any Program Support Provider who, at any time now or
in the future, provides program liquidity or credit enhancement, including
without limitation, an insurance policy for such Conduit Investor relating to
the Class A-2 Commercial Paper or the Class A-2 Notes, (iv) any
other Person who, at any time now or in the future, provides liquidity or
credit enhancement for the Conduit Investors, including without limitation, an
insurance policy relating to the Class A-2 Commercial Paper or the Class A-2
Notes or (v) any collateral trustee or collateral agent for any of the
foregoing; provided, however, any such security interest or lien
shall be released upon assignment of its Class A-2 Note to its related
Committed Note Purchaser. Each Committed Note Purchaser may assign its
Commitment, or all or any portion of its interest under its Class A-2
Note, this Agreement and the Related Documents to any Person with the prior
written consent of HVF and the Administrative Agent, in each case such consent
not to be unreasonably withheld. Notwithstanding any other provisions set forth
in this Agreement, each Committed Note Purchaser may at any time create a
security interest in all or any portion of its rights under this Agreement, its
Class A-2 Note and the Related Documents in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System or any similar foreign entity.


 


SECTION 9.04    Survival
of Agreement.   All covenants,
agreements, representations and warranties made herein and in the Class A-2
Notes delivered pursuant hereto shall survive the making and the repayment of
the Advances and the execution and delivery of this Agreement and the Class A-2
Notes and shall continue in full force and effect until all interest on and
principal of the Class A-2 Notes and all other amounts owed to the Conduit
Investors, the Committed Note Purchasers, the Funding Agents and the
Administrative Agent hereunder and under the Series 2005-3 Supplement have
been paid in full and the commitment of the Committed Note Purchasers hereunder
has been terminated. In addition, the obligations of HVF, the Committed Note
Purchasers and the Conduit Investors under Sections  3.03, 3.04,
3.05, 3.06, 3.07, 3.08, 9.05, 9.10(b) and
9.11 shall survive the termination of this Agreement.


 


SECTION 9.05   Payment of Costs and Expenses;
Indemnification.   (a)  Payment
of Costs and Expenses.   HVF agrees
to pay on demand all reasonable expenses of the Administrative Agent, each
Funding Agent, each Conduit Investor and each Committed Note Purchaser
(including the reasonable fees and out-of-pocket expenses of counsel to each
Conduit Investor and each Committed Note Purchaser, if any, as well as the fees
and expenses of the Rating Agencies providing a rating in respect of any Class A-2
Commercial Paper) in connection with


 


(i)            the
negotiation, preparation, execution, delivery and administration of this
Agreement and of each other Related Document, including schedules and exhibits,
and any amendments, waivers, consents, supplements or other modifications to
this Agreement or any other Related Document as may


 


31

















 


from time to time hereafter be proposed, whether or
not the transactions contemplated hereby or thereby are consummated, and


 


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


 


HVF further agrees to pay, and to save the
Administrative Agent, each Funding Agent, each Conduit Investor and each
Committed Note Purchaser harmless from all liability for (i) any breach by
HVF of its obligations under this Agreement, (ii) all reasonable costs
incurred by the Administrative Agent, such Funding Agent, such Conduit Investor
or such Committed Note Purchaser in enforcing this Agreement and (iii) any
stamp, documentary or other taxes which may be payable in connection with
the execution or delivery of this Agreement, any Borrowing hereunder, or the
issuance of the Class A-2 Notes or any other Related Documents. HVF also
agrees to reimburse the Administrative Agent, such Funding Agent, such Conduit
Investor and such Committed Note Purchaser upon demand for all reasonable
out-of-pocket expenses incurred by the Administrative Agent, such Funding
Agent, such Conduit Investor and such Committed Note Purchaser in connection
with (x) the negotiation of any restructuring or “work-out”, whether or
not consummated, of the Related Documents and (y) the enforcement of, or
any waiver or amendment requested under or with respect to, this Agreement or
any other of the Related Documents.


 


Without limiting
the foregoing, HVF shall have no obligation to reimburse any Committed Note
Purchaser and/or Conduit Investor for any of the fees and/or expenses incurred
by such Committed Note Purchaser and/or Conduit Investor with respect to its
sale or assignment of all or any part of its respective rights and
obligations under this Agreement and the Class A-2 Notes pursuant to Section 9.17;
provided, however, that HVF shall reimburse each Committed Note
Purchaser and/or Conduit Investor who purchased Class A-2 Notes on the Series 2005-3
Closing Date for its reasonable
legal and administrative fees and expenses (excluding any fees and/or expenses
payable to the Rating Agencies) that were incurred by such Committed
Note Purchaser or Conduit Investor in connection with its assignment and/or
sale of its rights under this Agreement and such Class A-2 Notes within
180 days of the Series 2005-3 Closing Date.


 


(b)           Indemnification.
  In consideration of the execution and
delivery of this Agreement by the Conduit Investors and the Committed Note
Purchasers, HVF hereby indemnifies and holds each Conduit Investor and each
Committed Note Purchaser and each of their officers, directors, employees and
agents (collectively, the “Indemnified Parties”) harmless from and
against any and all actions, causes of action, suits, losses, costs,
liabilities and damages, and reasonable expenses incurred in connection
therewith (irrespective of whether any such Indemnified Party is a party to the
action for which indemnification hereunder is sought and including, without
limitation, any liability in connection with the offering and sale of the Class A-2
Notes), including reasonable attorneys’ fees and disbursements (collectively,
the “Indemnified Liabilities”), incurred by the Indemnified Parties or
any of them (whether in prosecuting or defending against such actions, suits or
claims) to the extent resulting from, or arising out of, or relating to


 


32

















 


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


 


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


 


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


 


(c)           Indemnification
of the Administrative Agent and each Funding Agent.   (i) In consideration of the execution
and delivery of this Agreement by the Administrative Agent and each Funding
Agent, HVF hereby indemnifies and holds the Administrative Agent and each
Funding Agent and each of their officers, directors, employees and agents
(collectively, the “Agent Indemnified Parties”) harmless from and
against any and all actions, causes of action, suits, losses, costs,
liabilities and damages, and reasonable expenses incurred in connection
therewith (irrespective of whether any such Agent Indemnified Party is a party
to the action for which indemnification hereunder is sought and including,
without limitation, any liability in connection with the offering and sale of
the Class A-2 Notes), including reasonable attorneys’ fees and
disbursements (collectively, the “Agent Indemnified Liabilities”),
incurred by the Agent Indemnified Parties or any of them (whether in
prosecuting or defending against such actions, suits or claims) to the extent
resulting from, or arising out of, or relating to the entering into and
performance of this Agreement and any other Related Document by any of the
Agent Indemnified Parties, except for any such Agent Indemnified Liabilities
arising for the account of a particular Agent Indemnified Party by reason of
the relevant Agent Indemnified Party’s gross negligence or willful misconduct. If
and to the extent that the foregoing undertaking may be unenforceable for
any reason, HVF hereby agrees to make the maximum contribution to the payment
and satisfaction of each of the Agent Indemnified Liabilities which is
permissible under applicable law. The indemnity set forth in this Section 9.05(c)(i) shall
in no event include indemnification for any taxes (which indemnification is
provided in Section 3.08). HVF shall give notice to the Rating
Agencies of any claim for Agent Indemnified Liabilities made under this
section.


 


(ii)           In
consideration of the execution and delivery of this Agreement by the
Administrative Agent, each Funding Agent and each Committed Note Purchaser,
ratably according to its respective Commitment, hereby indemnifies and holds
the Administrative Agent and each of its officers, directors, employees and
agents (collectively, the “Administrative Agent Indemnified Parties”)
and each Funding Agent and each of its officers, directors, employees and agents
(collectively, the “Funding Agent Indemnified Parties”, and together
with the Administrative Agent Indemnified


 


33

















 


Parties, the “Agent
Indemnified Parties”) harmless from and against any and all actions, causes
of action, suits, losses, costs, liabilities and damages, and reasonable
expenses incurred in connection therewith 
(solely to the extent not reimbursed by or on behalf of HVF)
(irrespective of whether any such Agent Indemnified Party is a party to the
action for which indemnification hereunder is sought and including, without
limitation, any liability in connection with the offering and sale of the Class A-2
Notes), including reasonable attorneys’ fees and disbursements (collectively,
the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified
Parties or any of them (whether in prosecuting or defending against such
actions, suits or claims) to the extent resulting from, or arising out of, or
relating to the entering into and performance of this Agreement and any other
Related Document by any of the Agent Indemnified Parties, except for any such
Agent Indemnified Liabilities arising for the account of a particular Agent
Indemnified Party by reason of the relevant Agent Indemnified Party’s gross
negligence or willful misconduct. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, each Funding Agent and
each Committed Note Purchaser hereby agrees to make the maximum contribution to
the payment and satisfaction of each of the Agent Indemnified Liabilities which
is permissible under applicable law. The indemnity set forth in this Section 9.05(c)(ii) shall
in no event include indemnification for any taxes (which indemnification is
provided in Section 3.08). Each Committed Note Purchaser shall give
notice to the Rating Agencies of any claim for Agent Indemnified Liabilities
made under this section.


 


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


 


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


 


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


 


34

















 


SECTION 9.09   Tax Characterization.   Each party to this Agreement (a) acknowledges
that it is the intent of the parties to this Agreement that, for accounting
purposes and for all Federal, state and local income and franchise tax
purposes, the Class A-2 Notes will be treated as evidence of indebtedness,
(b) agrees to treat the Class A-2 Notes for all such purposes as
indebtedness and (c) agrees that the provisions of the Related Documents
shall be construed to further these intentions.


 


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


 


(b)           The
Conduit Investors.   Each of the parties hereto (other than the
Conduit Investors) hereby covenants and agrees that it will not, prior to the
date which is one year and one day after the payment in full of the latest
maturing Class A-2 Commercial Paper or other debt securities or
instruments issued by a Conduit Investor, institute against, or join with any
other Person in instituting against, such Conduit Investor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any Federal or state bankruptcy or similar law, subject to
any retained rights set forth therein; provided, however, that
nothing in this Section 9.10(b) shall constitute a waiver of
any right to indemnification, reimbursement or other payment from such Conduit
Investor pursuant to this Agreement, the Series 2005-3 Supplement or the
Base Indenture. In the event that HVF, the Administrator, a Committed Note
Purchaser (solely in its capacity as such) or Hertz takes action in violation
of this Section 9.10(b), such related Conduit Investor may file
an answer with


 


35

















 


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


 


Notwithstanding any
provisions contained in this Agreement to the contrary, the Conduit Investors
shall not, and shall not be obligated to, fund or pay any amount pursuant to
this Agreement or the Class A-2 Notes unless (i) the respective
Conduit Investor has received funds which may be used to make such funding
or other payment and which funds are not required to repay any of the
commercial paper notes (“CP Notes”) issued by such Conduit Investor when
due and (ii) after giving effect to such funding or payment, either (x) such
Conduit Investor could issue CP Notes to refinance all of its outstanding CP
Notes (assuming such outstanding CP Notes matured at such time) in accordance
with the program documents governing its commercial paper program or (y) all of
the CP Notes are paid in full. Any amount which a Conduit Investor does not pay
pursuant to the operation of the preceding sentence shall not constitute a
claim (as defined in Section 101 of the Bankruptcy Code) against or
obligation of such Conduit Investor for any such insufficiency.


 


SECTION 9.11   Confidentiality.   Each Committed Note Purchaser and each Conduit Investor agrees that it
shall not disclose any Confidential Information to any Person without the prior
written consent of the Administrator and HVF, other than (a) to their
Affiliates and their officers, directors, employees, agents and advisors
(including, without limitation, legal counsel and accountants) and to actual or
prospective assignees and participants, and then only on a confidential basis, (b) as
requested by a governmental authority or self-regulatory organization or
required by any law, rule or regulation or judicial process of which HVF
or the Administrator, as the case may be, has knowledge; provided
that each Committed Note Purchaser and each Conduit Investor may disclose
Confidential Information as requested by a governmental authority or
self-regulatory organization or required by any law, rule or regulation or
judicial process of which HVF or the Administrator, as the case may be,
does not have knowledge if such Committed Note Purchaser or such Conduit
Investor is prohibited by law, rule or regulation from disclosing such
requirement to HVF or the Administrator, as the case may be, (c) to
Program Support Providers, (d) to any Rating Agency providing a rating for
the Class A-2 Notes or the
Conduit’s debt or (e) in the course of litigation with HVF,


 


36

















 


the
Administrator, the Insurer or Hertz, such Committed Note Purchaser or such
Conduit Investor.


 


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


 


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


 


SECTION 9.13   Jurisdiction.   ALL JUDICIAL PROCEEDINGS
BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER WITH RESPECT TO THIS AMENDED AND
RESTATED CLASS A-2 NOTE PURCHASE AGREEMENT MAY BE BROUGHT IN ANY
STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT
JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND BY
EXECUTION AND DELIVERY OF THIS AMENDED AND RESTATED CLASS A-2 NOTE
PURCHASE AGREEMENT, EACH PARTY HEREUNDER ACCEPTS FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AMENDED AND RESTATED CLASS A-2
NOTE PURCHASE AGREEMENT.


 


SECTION 9.14   Waiver of Jury Trial.   ALL PARTIES HEREUNDER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS AMENDED AND RESTATED CLASS A-2 NOTE
PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF


 


37

















 


DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL
PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AMENDED AND RESTATED CLASS A-2
NOTE PURCHASE AGREEMENT.


 


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


 


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


 


SECTION 9.17   Assignment.
  (a) Any Committed Note Purchaser may at
any time sell all or any part of its rights and obligations under this
Agreement and the Class A-2 Notes, with the prior written consent of HVF,
which consent shall not be unreasonably withheld, to one or more financial
institutions (an “Acquiring Committed Note Purchaser”) pursuant to an
assignment and assumption agreement, substantially in the form of Exhibit B
(the “Assignment and Assumption Agreement”), executed by such Acquiring
Committed Note Purchaser, such assigning Committed Note Purchaser, the Funding
Agent with respect to such Committed Note Purchaser and HVF and delivered to
the Administrative Agent.


 


(b)           Without
limiting the foregoing, each Conduit Investor may assign all or a portion
of the Investor Group Principal Amount with respect to such Conduit Investor
and its rights and obligations under this Agreement and any other Related
Documents to which it is a party to a Conduit Assignee with respect to such
Conduit Investor, without the prior written consent of HVF. Upon such assignment
by a Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee
shall be the owner of the Investor Group Principal Amount or such portion
thereof with respect to such Conduit Investor, (ii) the related
administrative or managing agent for such Conduit Assignee will act as the
Funding Agent for such Conduit Assignee hereunder, with all corresponding
rights and powers, express or implied, granted to the Funding Agent hereunder
or under the other Related Documents, (iii) such Conduit Assignee and its
liquidity support provider(s) and credit support provider(s) and other related
parties, in each case relating to the Class A-2 Commercial Paper and/or
the Class A-2 Notes, shall have the benefit of all the rights and
protections provided to such Conduit Investor herein and in the other Related
Documents (including, without limitation, any limitation on recourse against
such Conduit Assignee as provided in this paragraph), (iv) such Conduit
Assignee shall assume all of such Conduit Investor’s obligations, if any,
hereunder or under the Base Indenture or under any other Related Document with
respect to such portion of the Investor Group Principal Amount and such Conduit
Investor shall be released from such obligations, (v) all distributions in
respect of the Investor Group Principal Amount or such portion thereof with
respect to such Conduit Investor shall be made to the applicable


 


38

















 


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


 


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


 


SECTION 9.18   For clarity, notwithstanding anything to the
contrary herein, upon and after the execution of this Agreement, the Commitment
Letter (the “Commitment Letter”) among CCMG Holdings Inc. (“Holdings”)
and Lehman Brothers Inc. (“LBI”), Lehman Commercial Paper Inc., Deutsche
Bank AG Cayman Islands Branch, DBSI, Merrill Lynch Pierce, Fenner &
Smith Incorporated (“MLPFS”), Merrill Lynch Capital Corporation, Goldman
Sachs Credit Partners L.P., Goldman, Sachs & Co. (“GSC”),
JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc. (“JPM” and
collectively with the foregoing financial institutions, the “Committed
Lenders”) together with exhibits and the related Engagement Letter among
Holdings, LBI, DBSI, MLPFS, GSC and JPM (together, the “Banks”), and Fee
Letter among Holdings and the Committed Lenders (together, the “Commitment
Letters”), each dated as of September 12, 2005, shall remain in full
force and effect until the purchase of the Class A-2 Notes by the Conduit
Investors or the Committed Note Purchasers, notwithstanding any failure


 


39

















 


to be met or fulfilled of
any conditions precedent to the purchase of the Class A-2 Notes contained
herein. No conditions precedent to the purchase of the Class A-2 Notes
contained herein shall be deemed to modify, lessen or increase the conditions
precedent to the obligations of the Committed Lenders and the Banks in the
Commitment Letters. Nothing contained herein shall be deemed to supersede,
alter or eliminate any obligation of the Lenders under the Commitment Letters
(as such term is defined therein).


 


[Remainder of Page Intentionally
Blank]


 


40

















 


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


 


	
   

  	
  HERTZ VEHICLE FUNDING LLC

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  Address:

  	
  225 Brae Boulevard

  	 

	
   

  	
   

  	
  Park Ridge, NJ 07656

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Attention:

  	
  Treasury Department

  	 

	
   

  	
  Telephone:

  	
  (201) 307-2000

  	 

	
   

  	
  Facsimile:

  	
  (201)307-2746

  	 

							



 


 


[CLASS A-2
NOTE PURCHASE AGREEMENT]


 

















 


	
   

  	
  THE HERTZ
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E.
  Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  225 Brae Boulevard

  
	
   

  	
   

  	
  Park Ridge, NJ 07656

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Treasury Department

  
	
   

  	
  Telephone:

  	
  (201) 307-2000

  
	
   

  	
  Facsimile:

  	
  (201)307-2746

  
					



 

















 


	
   

  	
  LEHMAN COMMERCIAL PAPER
  INC.,

  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Prezioso

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frank Prezioso

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  745 7th Avenue

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Julie Wright

  
	
   

  	
  Telephone:

  	
  (407) 740-7933

  
	
   

  	
  Facsimile:

  	
  (212) 520-0518

  
					



 

















 


	
   

  	
  MICA FUNDING, LLC, as a Conduit

  Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wilson Pringle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Wilson Pringle

  
	
   

  	
   

  	
  Title:

  	
  Managing Director, Stanfield

  
	
   

  	
   

  	
   

  	
  Global Strategies, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  430 Park Avenue

  
	
   

  	
   

  	
  12th Floor

  
	
   

  	
   

  	
  New York, NY 10023

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
  Telephone:

  	
  (212) 891-9656

  
	
   

  	
  Facsimile:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $30,000,000

  
	
   

  	
   

  
	
   

  	
  PERCENTAGE: 3.0000%

  
						



 

















 


	
   

  	
  LEHMAN BROTHERS HOLDINGS INC.,

  as Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Prezioso

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frank Prezioso

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  745 7th Avenue

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Julie Wright

  
	
   

  	
  Telephone:

  	
  (407) 740-7933

  
	
   

  	
  Facsimile:

  	
  (212) 520-0518

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $30,000,000

  
						



 

















 


	
   

  	
  LEHMAN BROTHERS HOLDINGS INC.,

  as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Prezioso

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frank Prezioso

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  745 7th Avenue

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Julie Wright

  
	
   

  	
  Telephone:

  	
  (407) 740-7933

  
	
   

  	
  Facsimile:

  	
  (212) 520-0518

  
					



 

















 


	
   

  	
  SARATOGA FUNDING CORP., LLC, as a

  Conduit Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  60 Wall Street

  
	
   

  	
   

  	
  New York, NY 10005-2858

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina Gu

  
	
   

  	
  Telephone:

  	
  (212) 250-0357

  
	
   

  	
  Facsimile:

  	
  (212) 797-5150

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $262,020,000

  
	
   

  	
   

  	
   

  
	
   

  	
  PERCENTAGE: 26.2020%

  
					



 

















 


	
   

  	
  DEUTSCHE BANK AG, NEW YORK

  BRANCH, as Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carl Jackson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Carl Jackson

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary Conners

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mary Conners

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  60 Wall Street

  
	
   

  	
   

  	
  New York, NY 10005-2858

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina Gu

  
	
   

  	
  Telephone:

  	
  (212) 250-0357

  
	
   

  	
  Facsimile:

  	
  (212) 797-5150

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $262,020,000

  
							



 

















 


	
   

  	
  DEUTSCHE BANK AG, NEW YORK

  BRANCH, as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carl Jackson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Carl Jackson

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary Conners

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mary Conners

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  60 Wall Street

  
	
   

  	
   

  	
  New York, NY 10005-2858

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina Gu

  
	
   

  	
  Telephone:

  	
  (212) 250-0357

  
	
   

  	
  Facsimile:

  	
  (212) 797-5150

  
					



 














 


	
   

  	
  DRESDNER BANK AG, NEW YORK

  BRANCH, as Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David O. Taylor

  
	
   

  	
   

  	
  Name:

  	
  David O. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ravelo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Ravelo

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention:

  	
  Asset Backed Finance

  
	
   

  	
  Telephone:

  	
   

  
	
   

  	
  Facsimile:

  	
  (212) 428-9211

  
	
   

  	
  Confirmation: (212)
  895-1928

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $56,643,000

  
						



 

















 


	
   

  	
  DRESDNER BANK AG, NEW YORK

  BRANCH, as Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David O. Taylor

  
	
   

  	
   

  	
  Name:

  	
  David O. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ravelo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Ravelo

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention:

  	
  Asset Backed Finance

  
	
   

  	
  Telephone:

  	
   

  
	
   

  	
  Facsimile:

  	
  (212) 428-9211

  
	
   

  	
  Confirmation: (212)
  895-1928

  
					



 

















 


	
   

  	
  PARK AVENUE RECEIVABLES

  COMPANY LLC, as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
  By:  JPMorgan
  Chase Bank N.A., as

  Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Kuhns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John M. Kuhns

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1 Chase Tower

  
	
   

  	
   

  	
  Mail Suite IL1-1729

  
	
   

  	
   

  	
  Chicago, IL 60670

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  John M. Kuhns

  
	
   

  	
  Telephone:

  	
  (312) 336-2172

  
	
   

  	
  Facsimile:

  	
  (312) 732-3600

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $126,643,000

  
	
   

  	
   

  	
   

  
	
   

  	
  PERCENTAGE: 12.6643%

  
						



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as

  Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Kuhns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John M. Kuhns

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1 Chase Tower

  
	
   

  	
   

  	
  Mail Suite IL1-1729

  
	
   

  	
   

  	
  Chicago, IL 60670

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  John M. Kuhns

  
	
   

  	
  Telephone:

  	
  (312) 336-2172

  
	
   

  	
  Facsimile:

  	
  (312) 732-3600

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $126,643,000

  
							



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as a

  Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Kuhns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John M. Kuhns

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1 Chase Tower

  
	
   

  	
   

  	
  Mail Suite IL1-1729

  
	
   

  	
   

  	
  Chicago, IL 60670

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  John M. Kuhns

  
	
   

  	
  Telephone:

  	
  (312) 336-2172

  
	
   

  	
  Facsimile:

  	
  (312) 732-3600

  
						



 

















 


	
   

  	
  STARBIRD FUNDING CORPORATION,

  as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Douglas Donaldson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  R. Douglas Donaldson

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
  Telephone:

  
	
   

  	
  Facsimile:

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $50,640,000

  
	
   

  	
   

  	
   

  
	
   

  	
  PERCENTAGE: 5.0640%

  
						



 

















 


	
   

  	
  BNP PARIBAS, New York Branch, as

  Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Reddington

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean Reddington

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Leach

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian Leach

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
  Telephone:

  
	
   

  	
  Facsimile:

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $50,640,000

  
							



 

















 


	
   

  	
  BNP PARIBAS, New York Branch, as a

  Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Reddington

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean Reddington

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Leach

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian Leach

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
  Telephone:

  
	
   

  	
  Facsimile:

  
					



 

















 


	
   

  	
  GREENWICH CAPITAL
  FINANCIAL

  PRODUCTS, INC., as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Viney

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Viney

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  600 Steamboat Road

  
	
   

  	
   

  	
  Greenwich, CT 06830

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Kathleen O’Connor

  
	
   

  	
  Telephone:

  	
  (203) 625-2384

  
	
   

  	
  Facsimile:

  	
  (203) 618-2149

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $50,640,000

  
	
   

  	
   

  
	
   

  	
  PERCENTAGE: 5.0640%

  
						



 

















 


	
   

  	
  THE ROYAL BANK OF
  SCOTLAND,

  PLC, as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Viney

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Viney

  
	
   

  	
   

  	
  Title:

  	
  Senior Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Asset Securitization Support

  
	
   

  	
   

  	
  The Royal Bank of Scotland

  
	
   

  	
   

  	
  Level 4, 135 Bishopsgate

  
	
   

  	
   

  	
  London EC2M 3UR

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Paul Shah/John Gulvin

  
	
   

  	
  Telephone:

  	
  +44 20 70 85 5000

  
	
   

  	
  Facsimile:

  	
  +44 20 70 85 5395

  
	
   

  	
   

  
	
   

  	
  with a copy to

  
	
   

  	
   

  
	
   

  	
  Greenwich Capital
  Financial Products Inc.

  
	
   

  	
  600 Steamboat Road

  
	
   

  	
  Greenwich, CT 06830

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Kathleen O’Connor

  
	
   

  	
  Telephone:

  	
  (203) 625-2384

  
	
   

  	
  Facsimile:

  	
  (203) 618-2149

  
					



 

















 


	
   

  	
  ATLANTIC ASSET SECURITIZATION

  LLC, as a Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  Calyon
  New York Branch, as Attorney-

  in-Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Brown

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anthony Brown

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Pilcer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sam Pilcer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019-6022

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina Kourmpetis

  
	
   

  	
  Telephone:

  	
  (212) 261-7814

  
	
   

  	
  Facsimile:

  	
  (212) 459-3258

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019-6022

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Matthew Croghan

  
	
   

  	
  Telephone:

  	
  (212) 261-7819

  
	
   

  	
  Facsimile:

  	
  (212) 459-3258

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $173,414,000

  
	
   

  	
   

  
	
   

  	
  PERCENTAGE: 17.3414%

  
								



 

















 


	
   

  	
  CALYON NEW YORK BRANCH, as

  Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Brown

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anthony Brown

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Pilcer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sam Pilcer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019-6022

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina Kourmpetis

  
	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (212) 261-7814

  
	
   

  	
  Facsimile:

  	
  (212) 459-3258

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10019-6022

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Matthew Croghan

  
	
   

  	
  Telephone:

  	
  (212) 261-7819

  
	
   

  	
  Facsimile:

  	
  (212) 459-3258

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $173,414,000

  
							



 

















 


	
   

  	
  CALYON NEW YORK BRANCH, as a

  Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Pilcer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sam Pilcer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Brown

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anthony Brown

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10019-6022

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina Kourmpetis

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (212) 261-7814

  
	
   

  	
  Facsimile:

  	
  (212) 459-3258

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10019-6022

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Matthew Croghan

  
	
   

  	
  Telephone:

  	
  (212) 261-7819

  
	
   

  	
  Facsimile:

  	
  (212) 459-3258

  
						



 

















 


	
   

  	
  FAIRWAY FINANCE COMPANY,
  LLC,

  as a Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jill A. Gordon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jill A. Gordon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Lord Securities Corp.

  
	
   

  	
   

  	
  48 Wall Street, 27th Floor

  
	
   

  	
   

  	
  New York, NY 10005

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Jill Gordon

  
	
   

  	
  Telephone:

  	
  (212) 346-9021

  
	
   

  	
  Facsimile:

  	
  (212) 346-9012

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $100,000,000

  
	
   

  	
   

  	
   

  
	
   

  	
  PERCENTAGE: 10.0000%

  
						



 

















 


	
   

  	
  BANK OF MONTREAL, as
  Committed

  Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Masami Hida

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Masami Hida

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   Address:

  	
  115 LaSalle Street, 12W

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Masami Hida

  
	
   

  	
  Telephone:

  	
  (312) 461-7280

  
	
   

  	
  Facsimile:

  	
  (312) 845-2199

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $100,000,000

  	 

						



 

















 


	
   

  	
  HARRIS NESBITT CORP., as a
  Funding

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bart Steenbergen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bart Steenbergen

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  115 LaSalle Street, 12W

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Masami Hida

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  (312) 461-7280

  
	
   

  	
  Facsimile:

  	
  (312) 845-2199

  
					



 

















 


	
   

  	
  MONT BLANC CAPITAL CORP.,
  as a

  Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: ING Capital Markets LLC, as Attorney

  in Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce T. Miller

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce T. Miller

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o ING Capital Markets
  LLC,

  
	
   

  	
   

  	
  as Administrator

  
	
   

  	
   

  	
  1325 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Georgina G. Sandler

  
	
   

  	
  Telephone:

  	
  (646) 424-7919

  
	
   

  	
  Facsimile:

  	
  (646) 424-6489

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $150,000,000

  
	
   

  	
   

  	
   

  
	
   

  	
  PERCENTAGE: 15.0000%

  
						



 

















 


	
   

  	
  ING BANK N.V. DUBLIN
  BRANCH, as

  Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Killian Walsh

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Killian Walsh

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Aidan Neill

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Aidan Neill

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  49 St Stephen’s Green

  
	
   

  	
   

  	
  Dublin 2, Ireland

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  David Rea / Alan Maher

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
  + 353 1 6384039

  
	
   

  	
  Facsimile:

  	
  + 353 1 6384050

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $150,000,000

  
					



 

















 


	
   

  	
  ING CAPITAL MARKETS LLC.,
  as a

  Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phillip J. Bales

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Phillip J. Bales

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1325 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Georgina G. Sandler

  
	
   

  	
  Telephone:

  	
  (646) 424-7919

  
	
   

  	
  Facsimile:

  	
  (646) 424-6489

  
					



 

















 


	
   

  	
  SYMPHONY NO. 3, as the Conduit

  Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bernard J. Angelo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bernard J. Angelo

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew L. Stidd

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew L. Stidd

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Global Securitization

  
	
   

  	
   

  	
  Services, LLC

  
	
   

  	
   

  	
  445 Broad Hollow Road,

  
	
   

  	
   

  	
  Suite 239

  
	
   

  	
   

  	
  Melville, NY 11747

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Matthew Dorr

  
	
   

  	
  Telephone:

  	
   

  
	
   

  	
  Facsimile:

  	
  (212) 302-8767

  
	
   

  	
  Confirmation: (631)
  587-4700

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Dresdner Bank AG, New York
  Branch

  
	
   

  	
  1301 Avenue of the
  Americas

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Asset Backed
  Finance

  
	
   

  	
  Facsimile: (212) 429-4879

  
	
   

  	
  Confirmation: (212)
  895-1928

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $14,160,750.00

  
	
   

  	
   

  
	
   

  	
  PERCENTAGE: 5.6643%

  
								



 

















 


	
   

  	
  BEETHOVEN FUNDING

  CORPORATION, as Symphony CP

  Funding Source

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Signatory

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Signatory

  	
   

  
	
   

  	
  Title: Vice President

  
					



 

















 


	
  CONSENTED TO AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AMBAC ASSURANCE CORPORATION,

  as an Insurer

  	
   

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Michael Babick

  	
   

  
	
   

  	
  Name:

  	
  Michael Babick

  
	
   

  	
  Title:

  	
  Managing
  Director

  
							



 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  
	
  SECTION 1.01

  	
  Definitions

  	
  2

  
	
   

  	
   

  
	
  ARTICLE II

  	
  PURCHASE AND
  SALE OF CLASS A-2 NoteS

  	
  9

  
	
   

  	
   

  
	
  SECTION 2.01

  	
  The Initial Note Purchase

  	
  9

  
	
  SECTION 2.02

  	
  Advances

  	
  9

  
	
  SECTION 2.03

  	
  Borrowing Procedures

  	
  11

  
	
  SECTION 2.04

  	
  The Class A-2 Notes

  	
  12

  
	
  SECTION 2.05

  	
  Commitment Terms

  	
  12

  
	
  SECTION 2.06

  	
  Selection of Interest Rates

  	
  12

  
	
  SECTION 2.07

  	
  Reduction in Commitment Amount

  	
  12

  
	
   

  	
   

  
	
  ARTICLE III

  	
  INTEREST AND
  FEES

  	
  13

  
	
   

  	
   

  
	
  SECTION 3.01

  	
  Interest

  	
  13

  
	
  SECTION 3.02

  	
  Fees.

  	
  14

  
	
  SECTION 3.03

  	
  Eurodollar Lending Unlawful

  	
  14

  
	
  SECTION 3.04

  	
  Deposits Unavailable

  	
  15

  
	
  SECTION 3.05

  	
  Increased or Reduced Costs, etc.

  	
  15

  
	
  SECTION 3.06

  	
  Funding Losses

  	
  16

  
	
  SECTION 3.07

  	
  Increased Capital Costs

  	
  16

  
	
  SECTION 3.08

  	
  Taxes

  	
  17

  
	
  SECTION 3.09

  	
  Indenture Carrying Charges; Survival

  	
  18

  
	
   

  	
   

  
	
  ARTICLE IV

  	
  OTHER PAYMENT
  TERMS

  	
  18

  
	
   

  	
   

  
	
  SECTION 4.01

  	
  Time and Method of Payment

  	
  18

  
	
   

  	
   

  
	
  ARTICLE V

  	
  THE
  ADMINISTRATIVE AGENT AND THE FUNDING AGENTS

  	
  19

  
	
   

  	
   

  
	
  SECTION 5.01

  	
  Authorization and Action of the Administrative Agent

  	
  19

  
	
  SECTION 5.02

  	
  Delegation of Duties

  	
  19

  
	
  SECTION 5.03

  	
  Exculpatory Provisions

  	
  19

  
	
  SECTION 5.04

  	
  Reliance

  	
  20

  
	
  SECTION 5.05

  	
  Non-Reliance on the Administrative Agent and Other
  Purchasers

  	
  20

  
	
  SECTION 5.06

  	
  The Administrative Agent in its Individual Capacity

  	
  20

  
	
  SECTION 5.07

  	
  Successor Administrative Agent

  	
  21

  
	
  SECTION 5.08

  	
  Authorization and Action of Funding Agents

  	
  21

  
	
  SECTION 5.09

  	
  Delegation of Duties

  	
  21

  
	
  SECTION 5.10

  	
  Exculpatory Provisions

  	
  22

  
	
  SECTION 5.11

  	
  Reliance

  	
  22

  
	
  SECTION 5.12

  	
  Non-Reliance on the Funding Agent and Other
  Purchasers

  	
  22

  
				



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 5.13

  	
  The Funding Agent in its Individual Capacity

  	
  23

  
	
  SECTION 5.14

  	
  Successor Funding Agent

  	
  23

  
	
   

  	
   

  
	
  ARTICLE VI

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  23

  
	
   

  	
   

  
	
  SECTION 6.01

  	
  HVF

  	
  23

  
	
  SECTION 6.02

  	
  Administrator

  	
  24

  
	
  SECTION 6.03

  	
  Conduit Investors

  	
  24

  
	
   

  	
   

  
	
  ARTICLE VII

  	
  CONDITIONS

  	
  26

  
	
   

  	
   

  
	
  SECTION 7.01

  	
  Conditions to Issuance

  	
  26

  
	
  SECTION 7.02

  	
  Conditions to Initial Borrowing

  	
  27

  
	
  SECTION 7.03

  	
  Conditions to Each Borrowing

  	
  27

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
  COVENANTS

  	
  28

  
	
   

  	
   

  
	
  SECTION 8.01

  	
  Covenants

  	
  28

  
	
   

  	
   

  
	
  ARTICLE IX

  	
  MISCELLANEOUS
  PROVISIONS

  	
  29

  
	
   

  	
   

  
	
  SECTION 9.01

  	
  Amendments

  	
  29

  
	
  SECTION 9.02

  	
  No Waiver; Remedies

  	
  30

  
	
  SECTION 9.03

  	
  Binding on Successors and Assigns

  	
  30

  
	
  SECTION 9.04

  	
  Survival of Agreement

  	
  31

  
	
  SECTION 9.05

  	
  Payment of Costs and Expenses; Indemnification

  	
  31

  
	
  SECTION 9.06

  	
  Characterization as Related Document; Entire
  Agreement

  	
  34

  
	
  SECTION 9.07

  	
  Notices

  	
  34

  
	
  SECTION 9.08

  	
  Severability of Provisions

  	
  34

  
	
  SECTION 9.09

  	
  Tax Characterization

  	
  35

  
	
  SECTION 9.10

  	
  No Proceedings; Limited Recourse

  	
  35

  
	
  SECTION 9.11

  	
  Confidentiality

  	
  36

  
	
  SECTION 9.12

  	
  Governing Law

  	
  37

  
	
  SECTION 9.13

  	
  Jurisdiction

  	
  37

  
	
  SECTION 9.14

  	
  Waiver of Jury Trial

  	
  37

  
	
  SECTION 9.15

  	
  Counterparts

  	
  38

  
	
  SECTION 9.16

  	
  Third Party Beneficiary

  	
  38

  
	
  SECTION 9.17

  	
  Assignment

  	
  38

  
				



 


 


	
  EXHIBITS

  
	
   

  
	
  SCHEDULE I

  	
  List of Conduit
  Investors and Committed Note Purchasers

  
	
  EXHIBIT A

  	
  Form of
  Advance Request

  
	
  EXHIBIT B

  	
  Form of
  Assignment and Assumption Agreement

  
	
  EXHIBIT C

  	
  Form of
  Investor Group Supplement

  



 


ii