Exhibit
4.9.17


 




 





AMENDED AND RESTATED CLASS A NOTE PURCHASE AGREEMENT


 


(SERIES 2005-4 VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES, CLASS A)



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 NOTE PURCHASE AGREEMENT


 


THIS AMENDED AND RESTATED
CLASS A 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 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 2005-4 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 2005-4 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 2005-4 Supplement, the


 


1

















 


“Indenture”), between
HVF and the Trustee, pursuant to which HVF issued one or more Series 2005-4
Variable Funding Rental Car Asset Backed Notes, Class A (the “Class A Notes”).


 


4.             HVF has issued the Class A 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 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 Notes
purchased in connection herewith and will constitute purchases of Class A
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 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
2005-4 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 2005-4 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 2005-4 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 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 2005-4 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 2005-4 Closing Date.


 


“Class A Commitment Termination Date” means
November 24, 2009 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 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 2005-4 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
Principal Amount during such period, as determined by their respective Funding
Agent (on behalf of such Conduits), including (x) the commissions of placement
agents and dealers in respect of such promissory notes, to the extent such
commissions are allocated, in whole or in part, to such promissory notes by the
related Committed Note Purchasers (on behalf of such Conduits), (y) all reasonable
costs and expenses of any issuing and paying agent or other person responsible
for the administration of such Conduits’


 


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commercial paper programs in
connection with the preparation, completion, issuance, delivery or payment of
Class A 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 2005-4
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 2010 Payment Date; and


 


(ii)                                  upon the occurrence and during the
continuation of the Series 2005-4 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 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 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 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 2005-4 Closing Date, such Investor Group’s
Commitment Percentage of the Class A 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 2005-4 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 the product of the
Class A Percentage and 0.325%.


 


“Program Support Agreement” means and
includes any agreement entered into by any Program Support Provider in respect
of any Class A Commercial Paper and/or Class A 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 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 Commercial Paper and/or Class A
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
Commercial Paper


 


8

















 


issued by such Conduit
Investor, in each case pursuant to a Program Support Agreement and any
guarantor of any such person.


 


“Reference Lender” means the related Funding
Agent.


 


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


 


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


 


“Series 2005-3 Class A Principal Amount”
means the “Class A Principal Amount” as defined in the Series 2005-3
Supplement.


 


“Series 2005-3
Notes” means the Series 2005-3
Variable Funding Rental Car Asset Backed Note, Class A-1 and the Series 2005-3
Variable Funding Rental Car Asset Backed Note, Class A-2, each issued under the
Series 2005-3 Supplement.


 


“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 Series 2005-3 Notes.


 


 “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 Class A 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 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 Notes on the Series 2005-4 Closing Date. Such initial Class
A Notes for each Investor Group were dated the Series 2005-4 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.


 


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SECTION
2.02   Advances.   (a)  Subject to the terms and conditions of this
Agreement and the Series 2005-4 Supplement, each Conduit Investor, if any may
and, if such Conduit Investor determines that it will not make an Advance or
any portion of an Advance, its related Committed Note Purchaser(s) or, if there
is no Conduit Investor with respect to any Investor Group, the Committed Note
Purchaser(s) with respect to such Investor Group, shall, to the extent such
Conduit Investor does not make such Advance or there is no such Conduit
Investor with respect to an Investor Group, and the Commitment Termination Date
has not occurred, upon HVF’s request, delivered in accordance with the
provisions of Section 2.03, and the satisfaction of all conditions
precedent thereto, make Advances from time to time during the Series 2005-4
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 Principal
Amount would exceed the Class A 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 2005-4 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 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
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 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 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 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 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
2005-4 Supplement. Each of the Advances to be made on any date shall be made
singly as part of a single borrowing


 


10

















 


(each such single borrowing
being a “Borrowing”). Subject to the terms of this Agreement and the
Series 2005-4 Supplement, the aggregate principal amount of the Advances
represented by the Class A Notes may be increased or decreased from time to
time.


 


SECTION
2.03   Borrowing Procedures.


 


(a)           Whenever HVF wishes the Conduit Investors, or
if there is no Conduit Investor with respect to any Investor Group, the
Committed Note Purchaser with respect to such Investor Group, to make an
Advance, HVF shall (or shall cause the Administrator to) notify the
Administrative  Agent, each Funding Agent
and the Trustee 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 2005-4 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 2005-4 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 2005-4 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


 


11

















 


Group
exceeds the Investor Group Principal Amount for such Investor Group (determined
after giving effect to any Advances already made by such Investor Group on such
date). A Defaulting
Committed Note Purchaser shall forthwith, upon demand, pay to the applicable
Funding Agent for the ratable benefit of the Non-Defaulting Committed Note
Purchasers all amounts paid by each such Non-Defaulting Committed Note
Purchaser on behalf of such Defaulting Committed Note Purchaser, together with
interest thereon, for each day from the date a payment was made by a
Non-Defaulting Committed Note Purchaser until the date such Non-Defaulting
Committed Note Purchaser has been paid such amounts in full, at a rate per  annum
equal to the sum of the Base Rate plus
1% per  annum.


 


SECTION
2.04   The Class A Notes.   On
each date an Advance is funded under the Class A Note pursuant to the Series
2005-4 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
2005-4 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 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 2005-4 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 Maximum Principal Amount and a corresponding
reduction in the Commitment Amount and the Maximum Investor Group Principal
Amount; provided that


 


12

















 


(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 2005-4 Supplement, and (ii)
must be in a minimum amount of $10,000,000 and (y) after giving effect to such
reduction, the Class A Maximum Principal Amount equals or exceeds $100,000,000,
unless reduced to zero. Any reduction made pursuant to this Section 2.07
shall be made ratably among the Investor Groups on the basis of their
respective Maximum Investor Group Principal Amount. Any reduction under the
Class A Notes shall result in a ratable reduction under the Series 2005-3
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 2005-4 Interest Period (a) through
the issuance of Class A Commercial Paper shall bear interest at the CP Rate for
such Series 2005-4 Interest Period and (b) through means other than the
issuance of Class A Commercial Paper shall bear interest at (i) the Base
Rate for the related Series 2005-4 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 2005-4 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 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 2005-4 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 2005-4 Closing Date) to
but excluding such Payment Date and (z) the number of days in the related Series
2005-4 Interest Period divided by 360 (or in the case of the first Payment Date
occurring following the Series 2005-4 Closing Date, the number of days in the
period from and including the Series 2005-4 Closing Date to but excluding such
first Payment Date).


 


(b)           On each Payment Date on or prior to the
Commitment Termination Date, HVF shall pay to each Funding Agent, for the
account of the related Investor Group, an undrawn facility fee (the “Undrawn
Facility Fee”) equal to the product of (x) 0.15% 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
2005-4 Interest Period (or in the case of the first Payment Date occurring
following the Series 2005-4 Closing Date, the number of days in the period from
and including the Series 2005-4 Closing Date to but excluding such first
Payment Date), times (z) the number of days in the related Series 2005-4
Interest Period divided by 360 (or in the case of the first Payment Date
occurring following the Series 2005-4 Closing Date, the number of days in the
period from and including the Series 2005-4 Closing Date to but excluding such
first Payment Date).


 


(c)           On the Series 2005-4 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 2005-4 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 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 2005-4
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 2005-4 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 Note
Purchase Agreement, the Series 2005-4 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
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 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 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 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 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 2005-4 Notes) to which it is a party as of
the Series 2005-4 Closing Date, all of which Related Documents are in full
force and effect as of the Series 2005-4 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 2005-4 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 2005-4 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
Notes;


 


24














 


(c)           it is purchasing the Class A 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 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 Notes, and that any transfer must comply with
provisions of Section 2.8 of the Base Indenture;


 


(e)           it understands that the Class A Notes will
bear the legend set out in the form of Class A Notes attached as Exhibit A to the
Series 2005-4 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 Notes;


 


(g)           it understands that the Class A 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 Notes will be pledged by each Conduit Investor pursuant to its
related  commercial paper program
documents, and the Class A 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 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 Notes will be required to deliver a
certificate, as described in the Series 2005-4


 


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 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 Notes included as an exhibit to the Series
2005-4 Supplement. Each Conduit Investor understands that the registrar and
transfer agent for the Class A Notes will not be required to accept for
registration of transfer the Class A Notes acquired by it, except upon
presentation of an executed letter in the form required by the Series 2005-4
Supplement; and


 


(i)            it will obtain from any purchaser of the
Class A 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 Notes hereunder on the Series 2005-4 Closing Date unless:


 


(a)           the Base Indenture and the Series 2005-4
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 2005-4 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 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 Notes under the Series 2005-4 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 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 2005-4 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 2005-4
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 2005-4 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 2005-4 Rapid Amortization Period
has not commenced;


 


(c)           HVF shall have requested advances under its
Series 2005-3 Notes on such date in a principal amount such that, after giving
effect to the Borrowings made hereunder, the advances requested under the
Series 2005-3 Notes and the Class A Notes are made ratably among the Series
2005-3 Notes and the Class A Notes;


 


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


 


27

















 


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


 


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


 


ARTICLE
VIII

COVENANTS


 


SECTION 8.01   Covenants.   HVF and the Administrator each severally
covenants and agrees that, until the Class A 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 2005-4 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 2005-4 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 2005-4 Collateral on the same terms as are
provided to the Trustee under Section 8.6 of the Base Indenture, and
(ii) to visit the offices and properties of, the Administrator, Hertz,
HVF, the Intermediary and the Nominee for the purpose of examining such
materials described in clause (i) above, and to discuss matters


 


28

















 


relating to the Series 2005-4 Collateral, or the
administration and performance of the Base Indenture, the Series 2005-4
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 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 2005-4 Notes), HVF, Hertz, the Intermediary or the Manufacturer
Programs as the Administrative Agent may from time to time reasonably request;


 


(h)           during the Series 2005-4 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 2005-4 Notes and the
Series 2005-3 Notes) to decrease the Class A Principal Amount and the Series
2005-3 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
Commercial Paper that such amendment will not result in the reduction or
withdrawal of the then current ratings in respect of the Class A Commercial
Paper; provided, however, that, subject to any provision of the
Base Indenture or the Series 2005-4 Supplement requiring the consent of each
affected Noteholder or of a higher percentage of Noteholders, any amendment
that does not adversely affect in any material respect the interests of the
Conduit Investors or the Committed Note Purchasers shall only require (i) the
consent of the Conduit Investors and Committed Note Purchasers holding more
than 50% of the Class A Notes and the Commitment, respectively, and (ii)
receipt of written


 


29

















 


confirmation from each
rating agency then rating the Class A Commercial Paper that such amendment will
not result in the reduction or withdrawal of the then current ratings in
respect of the Class A 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
2005-4 Supplement; provided, further, that none of the Conduit
Investors or the Committed Note Purchasers may transfer, pledge, assign, sell
participations in or otherwise encumber its rights or obligations hereunder or
in connection herewith or any interest herein except as permitted under Section
6.03(g), Section 9.17 and this Section 9.03. Nothing
expressed herein is intended or shall be construed to give any Person other
than the Persons referred to in the preceding sentence any legal or equitable
right, remedy or claim under or in respect of this Agreement.


 


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


 


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


 


30

















 


Class A 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
Commercial Paper or the Class A 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 Commercial Paper or the Class A 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
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
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 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 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 Notes
and shall continue in full force and effect until all interest on and principal
of the Class A 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 2005-4 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 Commercial
Paper) in connection with


 


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


 


31

















 


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


 


HVF further agrees to pay,
and to save the Administrative Agent, each Funding Agent, each Conduit Investor
and each Committed Note Purchaser harmless from all liability for (i) any
breach by HVF of its obligations under this Agreement, (ii) all reasonable
costs incurred by the Administrative Agent, such Funding Agent, such Conduit
Investor or such Committed Note Purchaser in enforcing this Agreement and
(iii) any stamp, documentary or other taxes which may be payable in
connection with the execution or delivery of this Agreement, any Borrowing
hereunder, or the issuance of the Class A 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 Notes pursuant to Section
9.17; provided, however, that HVF shall reimburse each
Committed Note Purchaser and/or Conduit Investor who purchased Class A Notes on
the Series 2005-4 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 Notes within 180 days of the Series 2005-4 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 Notes), including reasonable attorneys’ fees and disbursements (collectively,
the “Indemnified Liabilities”), incurred by the Indemnified Parties or
any of them (whether in prosecuting or defending against such actions, suits or
claims) to the extent resulting from, or arising out of, or relating to


 


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


 


32

















 


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


 


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


 


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


 


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


 


33

















 


HVF) (irrespective of
whether any such Agent Indemnified Party is a party to the action for which
indemnification hereunder is sought and including, without limitation, any
liability in connection with the offering and sale of the Class A 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 2005-4 Supplement, the documents delivered pursuant
to Section 7.01 and the other Related Documents, including the exhibits
and schedules thereto, contains a final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and
shall constitute the entire agreement among the parties hereto with respect to
the subject matter hereof, superseding all previous oral statements and other
writings with respect thereto.


 


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


 


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


 


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


 


34

















 


purposes and for all
Federal, state and local income and franchise tax purposes, the Class A Notes
will be treated as evidence of indebtedness, (b) agrees to treat the Class
A 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
2005-4 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
2005-4 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 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 2005-4 Supplement or the Base Indenture. In the event
that HVF, the Administrator, a Committed Note Purchaser (solely in its capacity
as such) or Hertz takes action in violation of this Section 9.10(b),
such related Conduit Investor may file an answer with the bankruptcy court or
otherwise properly contest the filing of such a petition by any such Person
against such Conduit Investor or the commencement of such action and raise the
defense that such Person has


 


35

















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 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 Notes or the Conduit’s debt or
(e) in the course of litigation with HVF, the Administrator, the Insurer or
Hertz, such Committed Note Purchaser or such Conduit Investor.


 


36

















 


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


 


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


 


SECTION
9.13   Jurisdiction.   ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER
WITH RESPECT TO THIS AMENDED AND RESTATED CLASS A 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 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
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 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN
CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY
HAVE RECEIVED


 


37

















 


FULL AND SIGNIFICANT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AMENDED AND RESTATED CLASS A 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 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 Commercial
Paper and/or the Class A Notes, shall have the benefit of all the rights and
protections provided to such Conduit Investor herein and in the other Related
Documents (including, without limitation, any limitation on recourse against
such Conduit Assignee as provided in this paragraph), (iv) such Conduit
Assignee shall assume all of such Conduit Investor’s obligations, if any,
hereunder or under the Base Indenture or under any other Related Document with
respect to such portion of the Investor Group Principal Amount and such Conduit
Investor shall be released from such obligations, (v) all distributions in
respect of the Investor Group Principal Amount or such portion thereof with
respect to such Conduit Investor shall be made to the applicable Funding Agent
on behalf of such Conduit Assignee, (vi) the definition of the term “CP Rate”
with respect to the portion of the Investor Group Principal Amount with respect
to such Conduit Investor, as applicable funded with commercial paper issued by
such


 


38

















 


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


 


(c)           Any Conduit Investor and the Committed Note
Purchaser with respect to such Conduit Investor may at any time sell all or any
part of their respective rights and obligations under this Agreement and the
Class A 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 Notes by the Conduit Investors or
the Committed Note Purchasers, notwithstanding any failure to be met or
fulfilled of any conditions precedent to the purchase of the Class A Notes
contained herein. No conditions precedent to the purchase of the Class A Notes
contained herein shall be deemed to modify, lessen or increase the conditions
precedent


 


39

















 


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


 


[Remainder of Page
Intentionally Blank]


 


40

















 


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


 


	
   

  	
  HERTZ VEHICLE FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Harold E. Rolfe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  225 Brae Boulevard

  
	
   

  	
   

  	
  Park Ridge, NJ 07656

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Treasury Department

  
	
   

  	
  Telephone:

  	
  (201) 307-2000

  
	
   

  	
  Facsimile:

  	
  (201)307-2746

  
						



 


 


[cLASS a 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:

  
	
   

  	
   

  	
  $5,000,000

  
	
   

  	
   

  	
   

  
	
   

  	
  PERCENTAGE: 5.0000%

  
						



 

















 


	
   

  	
  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:

  
	
   

  	
   

  	
  $5,000,000

  



 

















 


	
   

  	
  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:

  
	
   

  	
   

  	
  $65,505,000

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  
	
   

  	
   

  	
  $65,505,000

  
						



 

















 


	
   

  	
  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) 429-4879

  
	
   

  	
  Confirmation:  (212) 895-1928

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $14,160,750

  
					



 

















 


	
   

  	
  DRESDNER BANK AG, NEW YORK

  
	
   

  	
  BRANCH, as a Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David O. Taylor

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David O. Taylor

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ravelo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Ravelo

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention:

  	
  Asset Backed Finance

  
	
   

  	
  Telephone:

  	
   

  
	
   

  	
  Facsimile:

  	
  (212) 429-4879

  
	
   

  	
  Confirmation: (212)
  895-1928

  
					



 

















 


	
   

  	
  PARK AVENUE RECEIVABLES

  
	
   

  	
  COMPANY LLC, as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
  By: JPMorgan Chase Bank N.A., as

  
	
   

  	
  Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Kuhns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John M. Kuhns

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1 Chase Tower

  
	
   

  	
   

  	
  Mail Suite IL1-1729

  
	
   

  	
   

  	
  Chicago, IL 60670

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  John M. Kuhns

  
	
   

  	
  Telephone:

  	
  (312) 336-2172

  
	
   

  	
  Facsimile:

  	
  (312) 732-3600

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $31,660,750

  
	
   

  	
   

  
	
   

  	
  PERCENTAGE: 12.6643%

  	
   

  
									



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,
  as

  
	
   

  	
  Committed Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Kuhns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John M. Kuhns

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1 Chase Tower

  
	
   

  	
   

  	
  Mail Suite IL1-1729

  
	
   

  	
   

  	
  Chicago, IL 60670

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  John M. Kuhns

  
	
   

  	
  Telephone:

  	
  (312) 336-2172

  
	
   

  	
  Facsimile:

  	
  (312) 732-3600

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $31,660,750

  
					



 

















 


	
   

  	
  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:

  
	
   

  	
   

  	
  $12,660,000

  
	
   

  	
   

  
	
   

  	
  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:

  
	
   

  	
   

  	
  $12,660,000

  
						



 

















 


	
   

  	
  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:

  
	
   

  	
   

  	
  $12,660,000

  
	
   

  	
   

  
	
   

  	
  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:

  
	
   

  	
   

  	
  $23,830,000

  
	
   

  	
   

  
	
   

  	
  PERCENTAGE: 9.5320%

  	
   

  
							



 

















 


	
   

  	
  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:

  
	
   

  	
   

  	
  $23,830,000

  
							



 

















 


	
   

  	
  CALYON NEW YORK BRANCH, as
  a

  
	
   

  	
  Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Brown

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anthony Brown

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Pilcer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sam Pilcer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10019-6022

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Tina Kourmpetis

  
	
   

  	
  Telephone:

  	
  (212) 261-7814

  
	
   

  	
  Facsimile:

  	
  (212) 459-3258

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1301 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10019-6022

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Matthew Croghan

  
	
   

  	
  Telephone:

  	
  (212) 261-7819

  
	
   

  	
  Facsimile:

  	
  (212) 459-3258

  
						



 

















 


	
   

  	
  LIBERTY STREET FUNDING
  CORP., as

  
	
   

  	
  a Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bernard J. Angelo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bernard J. Angelo

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  445 Broad Hollow Road

  
	
   

  	
   

  	
  Melville, NY 117472

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Bernard J. Angel

  
	
   

  	
  Telephone:

  	
  (631) 930-7202

  
	
   

  	
  Facsimile:

  	
  (212) 302-8767

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $40,000,000

  
	
   

  	
   

  
	
   

  	
  PERCENTAGE: 16.0000%

  	
   

  
						



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA,
  as

  
	
   

  	
  Committed Note Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norman Last

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Norman Last

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1 Liberty Plaza, 26th
  Floor

  
	
   

  	
   

  	
  New York, NY 10006

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Darren Ward

  
	
   

  	
  Telephone:

  	
  (212) 225-5264

  
	
   

  	
  Facsimile:

  	
  (212) 225-5274

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $40,000,000.00

  
						



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA,
  as

  
	
   

  	
  Funding Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norman Last

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Norman Last

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1 Liberty Plaza, 26th
  Floor

  
	
   

  	
   

  	
  New York, NY 10006

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Darren Ward

  
	
   

  	
  Telephone:

  	
  (212) 225-5264

  
	
   

  	
  Facsimile:

  	
  (212) 225-5274

  
						



 

















 


	
   

  	
  ADVANTAGE ASSET

  
	
   

  	
  SECURITIZATION CORP., as a
  Conduit

  
	
   

  	
  Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Douglas Donaldson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  R. Douglas Donaldson

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Mizuho Corporate Bank,

  
	
   

  	
  Ltd.

  	
   

  
	
   

  	
   

  	
  1251 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10020

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Conduit Management Group

  
	
   

  	
  Telephone:

  	
  (212) 282-3635/3633/3653

  
	
   

  	
  Facsimile:

  	
  (212) 354-7434

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMITMENT AMOUNT:

  
	
   

  	
   

  	
  $44,523,500

  
	
   

  	
   

  
	
   

  	
  PERCENTAGE: 17.8094%

  	
   

  
						



 

















 


	
   

  	
  MIZUHO CORPORATE BANK.
  LTD., as

  	 

	
   

  	
  Committed Note Purchaser

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Kiyoshi Miyake

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  Kiyoshi Miyake

  	 

	
   

  	
   

  	
  Title:

  	
  General Manager

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  1251 Avenue of the
  Americas

  	 

	
   

  	
   

  	
  New York, NY 10020

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Attention:

  	
  Takahiro Yawata

  	 

	
   

  	
  Telephone:

  	
  (212) 282-3416

  	 

	
   

  	
  Facsimile:

  	
  (212) 282-4103

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  COMMITMENT AMOUNT:

  	 

	
   

  	
   

  	
  $44,523,500.00

  
						



 

















 


	
   

  	
  MIZUHO CORPORATE BANK
  (USA), as

  
	
   

  	
  Funding Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hiroyuki Kasama

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hiroyuki Kasama

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Mizuho Corporate Bank,
  Ltd.

  
	
   

  	
   

  	
  1251 Avenue of the
  Americas

  
	
   

  	
   

  	
  New York, NY 10020

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Conduit Management Group

  
	
   

  	
  Telephone:

  	
  (212) 282-3416

  
	
   

  	
  Facsimile:

  	
  (212) 282-4103

  
					



 

















 


	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MBIA INSURANCE CORPORATION,

  	
   

  
	
   

  	
  as an Insurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David A. Hoak

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David A. Hoak

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 

















 


TABLE OF
CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
  SECTION 1.01

  	
  Definitions

  	
  2

  
	
   

  	
   

  
	
  ARTICLE II

  	
  PURCHASE AND SALE OF
  CLASS A NoteS

  	
  9

  
	
  SECTION 2.01

  	
  The Initial Note Purchase

  	
  9

  
	
  SECTION 2.02

  	
  Advances

  	
  10

  
	
  SECTION 2.03

  	
  Borrowing Procedures

  	
  11

  
	
  SECTION 2.04

  	
  The Class A 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

  	
  34

  
	
  SECTION 9.10

  	
  No Proceedings; Limited Recourse

  	
  35

  
	
  SECTION 9.11

  	
  Confidentiality

  	
  36

  
	
  SECTION 9.12

  	
  Governing Law

  	
  37

  
	
  SECTION 9.13

  	
  Jurisdiction

  	
  37

  
	
  SECTION 9.14

  	
  Waiver of Jury Trial

  	
  37

  
	
  SECTION 9.15

  	
  Counterparts

  	
  38

  
	
  SECTION 9.16

  	
  Third Party Beneficiary

  	
  38

  
	
  SECTION 9.17

  	
  Assignment

  	
  38

  
							



 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
  List
  of Conduit Investors and Committed Note Purchasers

  	
   

  
	
  EXHIBIT A

  	
  Form
  of Advance Request

  	
   

  
	
  EXHIBIT B

  	
  Form
  of Assignment and Assumption Agreement

  	
   

  
	
  EXHIBIT C

  	
  Form
  of Investor Group Supplement

  	
   

  



 


ii