Exhibit 4.9.3


 


HERTZ
VEHICLE FINANCING LLC,


 


as
Issuer


 


and


 


BNY
MIDWEST TRUST COMPANY,


 


as
Trustee and Securities Intermediary


 






 


SERIES
2005-2 SUPPLEMENT


 


 


dated as of December 21, 2005


 


to


 


 


AMENDED AND RESTATED


 


BASE INDENTURE


 


 


dated as of December 21, 2005


 






 


$225,000,00 Series 2005-2
Floating Rate Rental Car Asset Backed Notes, Class A-1


$200,000,000
Series 2005-2 4.93% Rental Car Asset Backed Notes, Class A-2


$275,000,000
Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-3


$100,000,000
Series 2005-2 5.01% Rental Car Asset Backed Notes, Class A-4


$1,125,000 Series
2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-5


$225,000,000
Series 2005-2 5.08% Rental Car Asset Backed Notes, Class A-6


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


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


Series 2005-2
Floating Rate Rental Car Asset Backed Notes, Class B-3


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

Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-5


Series 2005-2
Fixed Rate Rental Car Asset Backed Notes, Class B-6


 


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


Insurer of Class A Notes:  Ambac Assurance Corporation


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  SERIES 2005-2 ALLOCATIONS

  	
  74

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Series 2005-2
  Series Accounts

  	
  74

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.2.

  	
  Allocations with
  Respect to the Series 2005-2 Notes

  	
  76

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.3.

  	
  Application of
  Interest Collections

  	
  83

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.4.

  	
  Payment of Note
  Interest

  	
  93

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.5.

  	
  Payment of Note
  Principal

  	
  93

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.6.

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

  	
  111

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.7.

  	
  Class A Reserve
  Account

  	
  111

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.8.

  	
  Class A Letters
  of Credit and Class A Cash Collateral Accounts

  	
  113

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.9.

  	
  Series 2005-2
  Distribution Account

  	
  121

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
  Trustee as
  Securities Intermediary

  	
  122

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
  Series 2005-2
  Interest Rate Hedges

  	
  124

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.12.

  	
  Series 2005-2
  Demand Note Constitutes Additional Collateral for Series 2005-2 Notes

  	
  127

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.13.

  	
  Class B Reserve
  Account

  	
  134

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.14.

  	
  Class B Letters
  of Credit and Class B Cash Collateral Account

  	
  136

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.15.

  	
  Subordination of
  Class B Notes

  	
  144

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.16.

  	
  Reimbursement
  Obligation.

  	
  144

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.17.

  	
  Series 2005-2
  Closing Account

  	
  145

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  AMORTIZATION EVENTS

  	
  146

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  RESERVED

  	
  149

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  FORM OF SERIES 2005-2 NOTES

  	
  149

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Initial Issuance
  of Series 2005-2 Notes

  	
  149

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.2.

  	
  Restricted
  Global Notes

  	
  149

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.3.

  	
  Regulation S
  Global Notes and Unrestricted Global Notes

  	
  150

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.4.

  	
  Transfer Restrictions

  	
  151

  	
   

  



 

















 


	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  GENERAL

  	
  156

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Optional
  Redemption of Series 2005-2 Notes

  	
  156

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.2.

  	
  Information

  	
  157

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.3.

  	
  Exhibits

  	
  160

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.4.

  	
  Ratification of
  Base Indenture

  	
  161

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.5.

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

  	
  161

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.6.

  	
  Insurer Deemed
  Class A Noteholder and Secured Party

  	
  162

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.7.

  	
  Third Party
  Beneficiary

  	
  163

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.8.

  	
  Prior Notice by
  Trustee to Insurer

  	
  163

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.9.

  	
  Subrogation

  	
  163

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.10.

  	
  Counterparts

  	
  164

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.11.

  	
  Governing Law

  	
  164

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.12.

  	
  Amendments

  	
  164

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.13.

  	
  Termination of
  Series Supplement

  	
  164

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.14.

  	
  Discharge of Indenture

  	
  165

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.15.

  	
  Effect of
  Payment by Insurer

  	
  165

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.16.

  	
  Interest Rate
  Hedge Provider Deemed Secured Party

  	
  165

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.17.

  	
  Ford Covenants

  	
  166

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.18.

  	
  Issuances of
  Class B Notes

  	
  167

  	
   

  



 

















 


EXHIBITS


 


	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

  	
  Exhibit A-6-1-C: Form of Restricted Certificated
  Class A-6 Note

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

  	
  Exhibit A-6-2-C: Form of Regulation S Certificated
  Class A-6 Note

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

  	
  Exhibit A-6-3-C: Form of Unrestricted Certificated
  Class A-6 Note

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

  	
  Exhibit A-7-3: Form of Unrestricted Global Class B-1
  Note

  	
   

  	
   

  
	
   

  	
  Exhibit A-8-1: Form of Restricted Global Class B-2
  Note

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  



 

















 


	
   

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

  	
   

  	
   

  
	
   

  	
  Exhibit A-9-1: Form of Restricted Global Class B-3
  Note

  	
   

  	
   

  
	
   

  	
  Exhibit A-9-2: Form of Regulation S Global Class B-3
  Note

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

  	
  Exhibit A-10-1: Form of Restricted Global Class B-4
  Note

  	
   

  	
   

  
	
   

  	
  Exhibit A-10-2: Form of Regulation S Global Class
  B-4 Note

  	
   

  	
   

  
	
   

  	
  Exhibit A-10-3: Form of Unrestricted Global Class
  B-4 Note

  	
   

  	
   

  
	
   

  	
  Exhibit A-11-1: Form of Restricted Global Class B-5
  Note

  	
   

  	
   

  
	
   

  	
  Exhibit A-11-2: Form of Regulation S Global Class
  B-5 Note

  	
   

  	
   

  
	
   

  	
  Exhibit A-11-3: Form of Unrestricted Global Class
  B-5 Note

  	
   

  	
   

  
	
   

  	
  Exhibit A-12-1: Form of Restricted Global Class B-6
  Note

  	
   

  	
   

  
	
   

  	
  Exhibit A-12-2: Form of Regulation S Global Class
  B-6 Note

  	
   

  	
   

  
	
   

  	
  Exhibit A-12-3: Form of Unrestricted Global Class
  B-6 Note

  	
   

  
	
   

  	
  Exhibit B-1-1:

  	
  Form of Class A Letter of Credit

  	
   

  
	
   

  	
  Exhibit B-1-2:

  	
  Form of Class A Ford Letter of Credit

  	
   

  
	
   

  	
  Exhibit B-2-1:

  	
  Form of Class B Letter of Credit

  	
   

  
	
   

  	
  Exhibit B-2-2:

  	
  Form of Class B Ford Letter of Credit

  	
   

  
	
   

  	
  Exhibit C:

  	
  Form of Lease Payment Deficit Notice

  	
   

  
	
   

  	
  Exhibit D-1-1:

  	
  Form of Class A Ford Letter of Credit Reduction
  Notice

  	
   

  
	
   

  	
  Exhibit D-1-2:

  	
  Form of Class A Ford Letter of Credit Termination
  Notice

  	
   

  
	
   

  	
  Exhibit D-2:

  	
  Form of Class A Non-Ford Letter of Credit Reduction
  Notice

  	
   

  
	
   

  	
  Exhibit D-3-1:

  	
  Form of Class B Ford Letter of Credit Reduction
  Notice

  	
   

  
	
   

  	
  Exhibit D-3-2:

  	
  Form of Class B Ford Letter of Credit Termination
  Notice

  	
   

  
	
   

  	
  Exhibit D-4:

  	
  Form of Class B Non-Ford Letter of Credit Reduction
  Notice

  	
   

  
	
   

  	
  Exhibit E:

  	
  Reserved

  	
   

  
	
   

  	
  Exhibit F-1:

  	
  Form of Transfer Certificate

  	
   

  
	
   

  	
  Exhibit F-2:

  	
  Form of Transfer Certificate

  	
   

  
	
   

  	
  Exhibit F-3:

  	
  Form of Transfer Certificate

  	
   

  
	
   

  	
  Exhibit G:

  	
  Form of Monthly Noteholders’ Statement

  	
   

  
	
   

  	
  Exhibit H:

  	
  Form of Series 2005-2 Demand Note

  	
   

  
	
   

  	
  Exhibit I:

  	
  Form of Transfer Certificate for Certificated Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ANNEXES

  
	
   

  	
   

  	
   

  	
   

  
	
  Annex A:

  	
  Form of Class B Notes Term Sheet

  	
   

  
	
  Annex B:

  	
  Transfer and Exchange of Certificated Notes

  	
   

  
					



 

















 


SERIES
2005-2 SUPPLEMENT dated as of December 21, 2005 (this “Series Supplement”)
between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability
company established under the laws of Delaware (“HVF”), and BNY MIDWEST
TRUST COMPANY, an Illinois trust company, as trustee (together with its
successors in trust thereunder as provided in the Base Indenture referred to
below, the “Trustee”), and as securities intermediary (in such capacity,
the “Securities Intermediary”), to the Amended and Restated Base
Indenture, dated as of December 21, 2005, between HVF and the Trustee (as
amended, modified or supplemented from time to time, exclusive of Series
Supplements, the “Base Indenture”).


 


PRELIMINARY STATEMENT


 


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


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


DESIGNATION


 


There
is hereby created a Series of Notes to be issued pursuant to the Base Indenture
and this Series Supplement and such Series of Notes shall be designated as
Rental Car Asset Backed Notes, Series 2005-2. On the Series 2005-2 Closing
Date, six classes of Series 2005-2 Notes shall be issued:  the first of which shall be designated as the
Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-1, and
referred to herein as the Class A-1 Notes, the second of which shall be
designated as the Series 2005-2 4.93% Rental Car Asset Backed Notes, Class A-2,
and referred to herein as the Class A-2 Notes, the third of which shall be
designated as the Series 2005-2 Floating Rate Rental Car Asset Backed Notes,
Class A-3, and referred to herein as the Class A-3 Notes, the fourth of which
shall be designated as the Series 2005-2 5.01% Rental Car Asset Backed Notes,
Class A-4, and referred to herein as the Class A-4 Notes, the fifth of which
shall be designated as the Series 2005-2 Floating Rate Rental Car Asset Backed
Notes, Class A-5, and referred to herein as the Class A-5 Notes and the last of
which shall be designated as the Series 2005-2 5.08% Rental Car Asset Backed
Notes, Class A-6, and referred to herein as the Class A-6 Notes. The Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class
A-5 Notes and the Class A-6 Notes are referred to herein collectively as the “Class
A Notes”. At any time prior to the Expected Final Payment Date for the
Class of Class B Notes being issued, additional Series 2005-2 Notes may be
issued in up to six classes: the first of which shall be designated as the
Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-1, and
referred to herein as the Class B-1 Notes, the second of which shall be
designated as the Series 2005-2 Fixed Rate Rental Car Asset Backed Notes, Class
B-2, and referred to herein as the Class B-2 Notes, the third of which shall be
designated as the Series 2005-2 Floating Rate Rental Car Asset Backed Notes,
Class B-3, and referred to herein as the Class B-3 Notes, the fourth of which
shall be designated as the Series 2005-2 Fixed Rate


 

















 


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


 


The
net proceeds from the sale of the Class A Notes shall be deposited in the
Series 2005-2 Closing Account and used to make payments in reduction of the
Principal Amount of other Series of Notes or paid to HVF and used to acquire
Eligible Vehicles and Manufacturer Receivables from HGI pursuant to the
Purchase Agreement and/or from Hertz and/or HFC to the extent permitted by the
Related Documents on the Series 2005-2 Closing Date or for other purposes
permitted under the Related Documents. The net proceeds from the sale of the Class
B Notes shall be deposited in the Series 2005-2 Excess Collection Account and
used to make payments in reduction of the Principal Amount of other Series of
Notes or paid to HVF and used to acquire Eligible Vehicles from HGI pursuant to
the Purchase Agreement on the related Series 2005-2 Class B Notes Closing Date
or for other purposes permitted under the Related Documents.


 


ARTICLE I


 


DEFINITIONS


 


(a)                                  All
capitalized terms not otherwise defined herein shall have the meanings assigned
thereto in the Definitions List attached to the Base Indenture as Schedule I
thereto, as amended, modified, restated or supplemented from time to time in
accordance with the terms of the Base Indenture. All Article, Section or
Subsection references herein shall refer to Articles, Sections or Subsections
of the Base Indenture, except as otherwise provided herein. Unless otherwise
stated herein, as the context otherwise requires or if such term is otherwise
defined in the Base Indenture, each capitalized term used or defined herein
shall relate only to the Series 2005-2 Notes and not to any other Series of
Notes issued by HVF. All references herein to the “Series 2005-2 Supplement”
shall mean the Base Indenture, as supplemented hereby.


 


(b)                                 The
following words and phrases shall have the following meanings with respect to
the Series 2005-2 Notes and the definitions of such terms are applicable to the
singular as well as the plural form of such terms and to the masculine as well
as the feminine and neuter genders of such terms:


 


“Adjusted Aggregate Asset Amount” means, as of
any day, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the
amount of cash and Permitted


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


“Class
A Adjusted Enhancement Amount” means, the Class A Enhancement Amount,
excluding from the calculation thereof the amount available to be drawn under
any Series 2005-2 Letter of Credit if at the time of such calculation (A) such
Series 2005-2 Letter of Credit shall not be in full force and effect, (B) an
Event of Bankruptcy shall have occurred with respect to the Series 2005-2
Letter of Credit Provider of such Series 2005-2 Letter of Credit, (C) such
Series 2005-2 Letter of Credit Provider shall have repudiated such Series
2005-2 Letter of Credit or failed to honor a draw thereon made in accordance
with the terms thereof or (D) a Class A Downgrade Event shall have occurred and
be continuing for at least 30 days with respect to the Series 2005-2 Letter of
Credit Provider of such Series 2005-2 Letter of Credit.


 


“Class
A Adjusted Liquidity Amount” means, the Class A Liquidity Amount, excluding
from the calculation thereof the amount available to be drawn under any Class A
Letter of Credit if at the time of such calculation (A) such Class A Letter of
Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall
have occurred with respect to the Class A Letter of Credit Provider of such
Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have
repudiated such Class A Letter of Credit or failed to honor a draw thereon made
in accordance with the terms thereof or (D) a Class A Downgrade Event shall
have occurred and be continuing for at least 30 days with respect to the Series
2005-2 Letter of Credit Provider of such Series 2005-2 Letter of Credit.


 


5

















 


“Class
A Adjusted Monthly Interest” means, (a) for the initial Payment Date, the
sum of (A) the Class A-1 Monthly Interest with respect to the initial Series
2005-2 Interest Period, (B) the Class A-2 Monthly Interest with respect to the
initial Series 2005-2 Interest Period, (C) the Class A-3 Monthly Interest with
respect to the initial Series 2005-2 Interest Period, (D) the Class A-4 Monthly
Interest with respect to the initial Series 2005-2 Interest Period, (E) the
Class A-5 Monthly Interest with respect to the initial Series 2005-2 Interest
Period, and (F) the Class A-6 Monthly Interest with respect to the initial
Series 2005-2 Interest Period, and (b) for any other Payment Date, the sum of
(i) with respect to the Series 2005-2 Interest Period ending on the day preceding
such Payment Date, the sum of (A) an amount equal to the product of (1) the
Class A-1 Note Rate for such Series 2005-2 Interest Period, (2) the Class A-1
Outstanding Principal Amount on the first day of such Series 2005-2 Interest
Period, after giving effect to any principal payments made on such date, and
(3) a fraction, the numerator of which is the number of days in such Series
2005-2 Interest Period and the denominator of which is 360, (B) an amount equal
to the product of (1) one-twelfth of the Class A-2 Note Rate and (2) the Class
A-2 Outstanding Principal Amount on the first day of such Series 2005-2
Interest Period, after giving effect to any principal payments made on such
date, (C) an amount equal to the product of (1) the Class A-3 Note Rate for
such Series 2005-2 Interest Period, (2) the Class A-3 Outstanding Principal
Amount on the first day of such Series 2005-2 Interest Period, after giving
effect to any principal payments made on such date, and (3) a fraction, the
numerator of which is the number of days in such Series 2005-2 Interest Period
and the denominator of which is 360, (D) an amount equal to the product of (1)
one-twelfth of the Class A-4 Note Rate and (2) the Class A-4 Outstanding
Principal Amount on the first day of such Series 2005-2 Interest Period, after
giving effect to any principal payments made on such date, (E) an amount equal
to the product of (1) the Class A-5 Note Rate for such Series 2005-2 Interest
Period, (2) the Class A-5 Outstanding Principal Amount on the first day of such
Series 2005-2 Interest Period, after giving effect to any principal payments
made on such date, and (3) a fraction, the numerator of which is the number of
days in such Series 2005-2 Interest Period and the denominator of which is 360,
and (F) an amount equal to the product of (1) one-twelfth of the Class A-6 Note
Rate and (2) the Class A-6 Outstanding Principal Amount on the first day of
such Series 2005-2 Interest Period, after giving effect to any principal
payments made on such date, and (ii) an amount equal to the aggregate amount of
any unpaid Class A Deficiency Amounts, as of the preceding Payment Date
(together with any accrued interest on such Class A Deficiency Amounts at the
applicable Series 2005-2 Note Rate).


 


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


 


6

















 


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


 


“Class
A Asset Percentage” means, as of any date of determination, a fraction, the
numerator of which shall be equal to the Class A Required Asset Amount,
determined during the Series 2005-2 Revolving Period as of the end of the
immediately preceding Related Month (or, until the end of the initial Related
Month after the Series 2005-2 Closing Date, on the Series 2005-2 Closing Date),
or, during the Series 2005-2 Controlled Amortization Period and the Series
2005-2 Rapid Amortization Period, as of the end of the Series 2005-2 Revolving
Period, and the denominator of which shall be the greater of (I) the Aggregate
Asset Amount as of the end of the immediately preceding Related Month or, until
the end of the initial Related Month after the Series 2005-2 Closing Date, as
of the Series 2005-2 Closing Date and (II) as of the same date as in clause (I),
the Aggregate Required Asset Amount.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


(ii)
the excess, if any, of the Class A Adjusted Liquidity Amount over the Class A
Required Liquidity Amount on such Payment Date, and (iii) the excess, if any,
of the Class B Adjusted Enhancement Amount over the Class B Required
Enhancement Amount on such Payment Date.


 


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


 


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


 


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


 


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


 


“Class
A Controlled Distribution Amount” means a Class A-1 Controlled Distribution
Amount, a Class A-2 Controlled Distribution Amount, a Class A-3 Controlled
Distribution Amount, a Class A-4 Controlled Distribution Amount, a Class A-5
Controlled Distribution Amount or a Class A-6 Controlled Distribution Amount.


 


“Class
A Deficiency Amount” means a Class A-1 Deficiency Amount, a Class A-2
Deficiency Amount, a Class A-3 Deficiency Amount, a Class A-4 Deficiency
Amount, a Class A-5 Deficiency Amount or a Class A-6 Deficiency Amount, as the
context may require.


 


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


 


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


 


“Class
A Eligible Ford Letter of Credit Provider” means a Person having, at the
time of the issuance of the related Class A Ford Letter of Credit, a long-term
senior unsecured debt rating (or the equivalent thereof in the case of Moody’s
or Standard & Poor’s, as applicable) of at least “A+” from Standard &
Poor’s and, at least “A1” from Moody’s and a short-term senior unsecured debt
rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s; provided
that, other than in connection with the initial Series 2005-2 Ford Letter of
Credit Provider, for so long as any Class A Notes are Outstanding, each Class A
Eligible Ford Letter of Credit Provider shall be approved by the Insurer, such
approval not to be unreasonably withheld or delayed.


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
A Ford Letter of Credit” means an irrevocable letter of credit,
substantially in the form of Exhibit B-1-2 to this Series Supplement and
otherwise in


 


9

















 


form
and substance satisfactory to the Insurer, issued for the account of Ford or an
affiliate thereof by a Class A Eligible Ford Letter of Credit Provider in favor
of the Trustee for the benefit of the Series 2005-2 Noteholders; provided,
however, that the Insurer agrees that any Class A Letter of Credit that
is in the form and substance of the Class A Letter of Credit delivered to the
Trustee on the Series 2005-2 Closing Date is in form and substance satisfactory
to the Insurer.


 


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


 


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


 


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


 


“Class
A Letter of Credit Agreement” means the Class A Letter of Credit
Reimbursement Agreement and any other agreement pursuant to which a Class A
Letter of Credit is issued in favor of the Trustee for the benefit of the
Series 2005-2 Noteholders.


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
A Non-Ford Letter of Credit Amount” means, as of any date of determination,
the lesser of (a) the sum of (i) the aggregate amount available to be drawn on
such date under the Class A Non-Ford Letters of Credit, as specified therein,
and (ii) if the Class A Non-Ford Cash Collateral Account has been established
and funded pursuant to Section 2.8 of this Series Supplement, the Class
A Available Non-Ford Cash Collateral Account Amount on such date and (b) the
outstanding principal amount of the Series 2005-2 Demand Note on such date.


 


12

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
A Outstanding Principal Amount” means, as of any date of determination, the
sum of the Class A-1 Outstanding Principal Amount, the Class A-2


 


13

















 


Outstanding
Principal Amount, the Class A-3 Outstanding Principal Amount, the Class A-4
Outstanding Principal Amount, the Class A-5 Outstanding Principal Amount and
the Class A-6 Outstanding Principal Amount, in each case, as of such date.


 


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


 


“Class
A Percentage” shall mean a fraction expressed as a percentage, the
numerator of which is the Class A Principal Amount and the denominator of which
is the Series 2005-2 Principal Amount.


 


“Class
A Preference Amount” means any amount previously paid by Hertz pursuant to
the Series 2005-2 Demand Note and distributed to the Class A Noteholders in
respect of amounts owing under the Class A Notes that is recoverable or that
has been recovered as a voidable preference by the trustee in a bankruptcy
proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final
nonappealable order of a court having competent jurisdiction.


 


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


 


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


 


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


 


14

















 


purchaser,
BNP Paribas, as an initial purchaser, Greenwich Capital Markets, Inc., as an
initial purchaser and Calyon Securities (USA) Inc., as an initial purchaser.


 


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


 


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


 


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


 


“Class
A Required Enhancement Incremental Amount” means


 


(i)                                     as
of the Series 2005-2 Closing Date, $0; and


 


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


 


15

















 


the
Series 2005-2 Maximum Mazda Amount as of such immediately preceding Business
Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2005-2
Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8)
the excess, if any, of the Subaru Amount over the Series 2005-2 Maximum Subaru Amount
as of such immediately preceding Business Day, (9) the excess, if any, of the
Volvo Amount over the Series 2005-2 Maximum Volvo Amount as of such immediately
preceding Business Day, (10) the excess, if any, of the Non-Eligible
Manufacturer Amount over the Series 2005-2 Maximum Non-Eligible Manufacturer
Amount as of such immediately preceding Business Day, (11) the excess, if any,
of the Manufacturer Non-Eligible Vehicle Amount with respect to any
Manufacturer (excluding from the calculation thereof, to the extent that an
Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler,
Toyota and Honda, the Net Book Value of the HVF Vehicles (other than
Non-Program Vehicles manufactured by any such Manufacturer as of the date of
the occurrence of such Event of Bankruptcy) manufactured by each such
Manufacturer for which an Event of Bankruptcy has occurred and any amounts
related to such HVF Vehicles due from such Manufacturer) over the Series 2005-2
Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately
preceding Business Day, (12) the excess, if any, of the Audi Amount over the
Series 2005-2 Maximum Audi Amount as of such immediately preceding Business
Day, (13) the excess, if any of the BMW Amount over the Series 2005-2 Maximum
BMW Amount as of such immediately preceding Business Day, (14) the excess, if
any of the Lexus Amount over the Series 2005-2 Maximum Lexus Amount as of such
immediately preceding Business Day, (15) the excess, if any of the Mercedes
Amount over the Series 2005-2 Maximum Mercedes Amount as of such immediately
preceding Business Day, (16) the excess, if any of the Aggregate
BMW/Lexus/Mercedes/Audi Amount over the Series 2005-2 Maximum Aggregate
BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day
and (17) the excess, if any of the HVF Service Vehicle Amount over the Series
2005-2 Maximum HVF Service Vehicle Amount as of such immediately preceding
Business Day. The Manufacturer Non-Eligible Vehicle Amounts with respect to
Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis so
that they will be considered as one Manufacturer for the purpose of the
calculation of the Series 2005-2 Maximum Manufacturer Non-Eligible Vehicle
Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of
Ford.


 


“Class
A Required Enhancement Percentage” means, as of any date of determination,
the sum of (i) the product of (A) the Class A Required Program Vehicle
Enhancement Percentage as of such date times (B) the Class A Eligible Program
Vehicle Percentage as of such date, (ii) the product of (A) the Class A
Required Non-Eligible Vehicle Enhancement Percentage as of such date times (B)
the BBB-/Baa3 EPM Vehicle Percentage Excess as of such date and (iii) the
greater of (a) the product of (A) 26.5% (or such lower percentage as may be
agreed to by the Issuer and the Rating Agencies subject to the Series 2005-2
Rating Agency Condition) and (B) the sum of (I) the Class A Non-Eligible
Vehicle Percentage as of such date and (II) the Class A Other Non-Investment
Grade Manufacturer Vehicle Percentage as of such date and (b) the sum of (I)
the product of (A) the Class A Required Non-Eligible Vehicle Enhancement
Percentage as of such


 


16

















 


date
times (B) the Class A Non-Eligible Vehicle Percentage as of such date and (II)
the product of (A) the Class A Required Other Non-Investment Grade Manufacturer
Vehicle Enhancement Percentage as of such date times (B) the Class A Other
Non-Investment Grade Manufacturer Vehicle Percentage as of such date.


 


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


 


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


 


“Class
A Required Non-Eligible Vehicle Enhancement Percentage” means, as of any
date of determination, the sum of (i) 20.00% (or such lower percentage as may
be agreed to by the Issuer and the Rating Agencies, subject to satisfaction of
the Series 2005-2 Rating Agency Condition) and (ii) an amount equal to 100%
minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average
for any Measurement Month within the preceding 12 calendar months (or such
fewer number of months as have elapsed since the Series 2005-2 Closing Date)
and (y) the lowest Market Value Average as of any Determination Date within the
preceding 12 calendar months (or such fewer number of months as have elapsed
since the Series 2005-2 Closing Date).


 


“Class
A Required Other Non-Investment Grade Manufacturer Vehicle Enhancement
Percentage” means, as of any date of determination, the sum of (i) 29.75% (or
such lower percentage as may be agreed to by HVF and the Rating Agencies,
subject to satisfaction of the Series 2005-2 Rating Agency Condition) and (ii)
an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle
Measurement Month Average for any Measurement Month within the preceding 12
calendar months (or such fewer number of months as have elapsed since the
Series 2005-2 Closing Date) and (y) the lowest Market Value Average as of any
Determination Date within the preceding 12 calendar months (or such fewer
number of months as have elapsed since the Series 2005-2 Closing Date).


 


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


 


“Class
A Required Program Vehicle Enhancement Percentage” means 15.00% (or such
lower percentage as may be agreed to by the Issuer and the Rating Agencies,
subject to satisfaction of the Series 2005-2 Rating Agency Condition).


 


17

















 


“Class A Required Reserve Account Amount” means,
with respect to any date of determination, an amount equal to the greatest of
(a) the excess, if any, of the Class A Required Liquidity Amount over the Class
A Letter of Credit Liquidity Amount, in each case, as of such date, excluding
from the calculation thereof the amount available to be drawn under any Class A
Letter of Credit if at the time of such calculation (A) such Class A Letter of
Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall
have occurred with respect to the Class A Letter of Credit Provider of such
Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have
repudiated such Class A Letter of Credit or failed to honor a draw thereon made
in accordance with the terms thereof or (D) a Class A Downgrade Event shall
have occurred and be continuing for at least 30 days with respect to the Series
2005-2 Letter of Credit Provider of such Class A Letter of Credit, (b) the
excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount (excluding therefrom the Class
A Available Reserve Account Amount), in each case, as of such date and (c) the
excess, if any, of the Class B Required Enhancement Amount over the Class B
Enhancement Amount, in each case, as of such date.


 


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


 


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


 


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


 


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


 


“Class
A-1 Controlled Amortization Amount” means, for any Related Month other than
the last Related Month during the Three-Year Notes Controlled Amortization
Period, $37,500,000.00.


 


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


 


18

















 


Month
and any Class A-1 Carryover Controlled Amortization Amount for such Related Month.


 


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


 


“Class
A-1 Initial Principal Amount” means the aggregate initial principal amount
of the Class A-1 Notes, which is $225,000,000.


 


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


 


“Class
A-1 Note Rate” means, (i) with respect to the initial Series 2005-2
Interest Period, 4.52% per annum and (ii) with respect to each Series 2005-2
Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such
Series 2005-2 Interest Period plus 0.14% per annum.


 


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


 


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


 


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


 


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


 


“Class
A-2 Carryover Controlled Amortization Amount” means, with respect to the
Class A-2 Notes for any Related Month during the Three-Year Notes


 


19

















 


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


 


“Class
A-2 Controlled Amortization Amount” means (i) for any Related Month other
than the last Related Month during the Three-Year Notes Controlled Amortization
Period, $33,333,333.33 and (ii) for the last Related Month during the
Three-Year Notes Controlled Amortization Period, $33,333,333.35.


 


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


 


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


 


“Class
A-2 Initial Principal Amount” means the aggregate initial principal amount
of the Class A-2 Notes, which is $200,000,000.


 


“Class
A-2 Monthly Interest” means, (a) with respect to the initial Series 2005-2
Interest Period, an amount equal to the product of (i) the Class A-2 Note Rate,
(ii) the Class A-2 Initial Principal Amount and (iii) 34/360 and (b) with
respect to any other Series 2005-2 Interest Period, an amount equal to the
product of (i) one-twelfth of the Class A-2 Note Rate and (ii) the Class A-2
Principal Amount on the first day of such Series 2005-2 Interest Period, after
giving effect to any principal payments made on such date.


 


“Class
A-2 Note Rate” means 4.93% per annum.


 


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


 


“Class
A-2 Notes” means any one of the Series 2005-2 4.93% Rental Car Asset Backed
Notes, Class A-2, executed by HVF and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-2-1, Exhibit A-2-2,
or Exhibit A-2-3. Definitive Class A-2 Notes shall have such insertions
and deletions as are necessary to give effect to the provisions of Section
2.13 of the Base Indenture.


 


“Class
A-2 Outstanding Principal Amount” means, when used with respect to any
date, an amount equal to (a) the Class A-2 Initial Principal Amount minus


 


20

















 


(b) the
amount of principal payments made to Class A-2 Noteholders on or prior to such
date.


 


“Class
A-2 Principal Amount” means when used with respect to any date, an amount
equal to the Class A-2 Outstanding Principal Amount as of such date plus the
sum of (a) the amount of any principal payments made to Class A-2 Noteholders
on or prior to such date with the proceeds of a demand on the Insurance Policy
and (b) the amount of any principal payments made to Class A-2 Noteholders,
including any principal payments made to the Insurer, that have been rescinded
or otherwise returned by the Class A-2 Noteholders or the Insurer for any
reason.


 


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


 


“Class
A-3 Controlled Amortization Amount” means (i) for any Related Month other
than the last Related Month during the Four-Year Notes Controlled Amortization
Period, $45,833,333.33 and (ii) for the last Related Month during the Four-Year
Notes Controlled Amortization Period, $45,833,333.35.


 


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


 


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


 


“Class
A-3 Initial Principal Amount” means the aggregate initial principal amount
of the Class A-3 Notes, which is $275,000,000.


 


“Class
A-3 Monthly Interest” means, with respect to any Series 2005-2 Interest Period,
an amount equal to the product of (i) the Class A-3 Note Rate for such Series
2005-2 Interest Period, (ii) the Class A-3 Principal Amount on the first day of
such Series 2005-2 Interest Period, after giving effect to any principal
payments made on such date, or, in the case of the initial Series 2005-2
Interest Period, the Class A-3 Initial Principal Amount and (iii) a fraction,
the numerator of which is the number of days in such Series 2005-2 Interest
Period and the denominator of which is 360.


 


21

















 


“Class
A-3 Note Rate” means, (i) with respect to the initial Series 2005-2
Interest Period, 4.58% per annum and (ii) with respect to each Series 2005-2
Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such
Series 2005-2 Interest Period plus 0.20% per annum.


 


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


 


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


 


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


 


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


 


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


 


“Class
A-4 Controlled Amortization Amount” means (i) for any Related Month other
than the last Related Month during the Four-Year Notes Controlled Amortization
Period, $16,666,666.66 and (ii) for the last Related Month during the Four-Year
Notes Controlled Amortization Period, $16,666,666.70.


 


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


 


22

















 


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


 


“Class
A-4 Initial Principal Amount” means the aggregate initial principal amount
of the Class A-4 Notes, which is $100,000,000.


 


“Class
A-4 Monthly Interest” means, (a) with respect to the initial Series 2005-2
Interest Period, an amount equal to the product of (i) the Class A-4 Note Rate,
(ii) the Class A-4 Initial Principal Amount and (iii) 34/360 and (b) with
respect to any other Series 2005-2 Interest Period, an amount equal to the
product of (i) one-twelfth of the Class A-4 Note Rate and (ii) the Class A-4
Principal Amount on the first day of such Series 2005-2 Interest Period, after
giving effect to any principal payments made on such date.


 


“Class
A-4 Note Rate” means 5.01% per annum.


 


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


 


“Class
A-4 Notes” means any one of the Series 2005-2 5.01% Rental Car Asset Backed
Notes, Class A-4, executed by HVF and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-4-1, Exhibit A-4-2,
or Exhibit A-4-3. Definitive Class A-4 Notes shall have such insertions
and deletions as are necessary to give effect to the provisions of Section
2.13 of the Base Indenture.


 


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


 


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


 


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


 


23

















 


“Class
A-5 Controlled Amortization Amount” means, for any Related Month other than
the last Related Month during the Five-Year Notes Controlled Amortization
Period, $187,500,000.00.


 


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


 


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


 


“Class
A-5 Initial Principal Amount” means the aggregate initial principal amount
of the Class A-5 Notes, which is $1,125,000,000.


 


“Class
A-5 Monthly Interest” means, with respect to any Series 2005-2 Interest
Period, an amount equal to the product of (i) the Class A-5 Note Rate for such
Series 2005-2 Interest Period, (ii) the Class A-5 Principal Amount on the first
day of such Series 2005-2 Interest Period, after giving effect to any principal
payments made on such date, or, in the case of the initial Series 2005-2
Interest Period, the Class A-5 Initial Principal Amount and (iii) a fraction,
the numerator of which is the number of days in such Series 2005-2 Interest
Period and the denominator of which is 360.


 


“Class
A-5 Note Rate” means, (i) with respect to the initial Series 2005-2
Interest Period, 4.63% per annum and (ii) with respect to each Series 2005-2
Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such
Series 2005-2 Interest Period plus 0.25% per annum.


 


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


 


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


 


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


 


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


 


24

















 


prior
to such date with the proceeds of a demand on the Insurance Policy and (b) the
amount of any principal payments made to Class A-5 Noteholders, including any
principal payments made to the Insurer, that have been rescinded or otherwise
returned by the Class A-5 Noteholders or the Insurer for any reason.


 


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


 


“Class
A-6 Controlled Amortization Amount” means, for any Related Month other than
the last Related Month during the Five-Year Notes Controlled Amortization
Period, $37,500,000.00.


 


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


 


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


 


“Class
A-6 Initial Principal Amount” means the aggregate initial principal amount
of the Class A-6 Notes, which is $225,000,000.


 


“Class
A-6 Monthly Interest” means, (a) with respect to the initial Series 2005-2
Interest Period, an amount equal to the product of (i) the Class A-6 Note Rate,
(ii) the Class A-6 Initial Principal Amount and (iii) 34/360 and (b) with
respect to any other Series 2005-2 Interest Period, an amount equal to the
product of (i) one-twelfth of the Class A-6 Note Rate and (ii) the Class A-6
Principal Amount on the first day of such Series 2005-2 Interest Period, after
giving effect to any principal payments made on such date.


 


“Class
A-6 Note Rate” means 5.08% per annum.


 


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


 


“Class
A-6 Notes” means any one of the Series 2005-2 5.08% Rental Car Asset Backed
Notes, Class A-6, executed by HVF and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-6-1, Exhibit A-6-2,
or Exhibit A-6-3.


 


25

















 


Definitive
Class A-6 Notes shall have such insertions and deletions as are necessary to
give effect to the provisions of Section 2.13 of the Base Indenture.


 


“Class
A-6 Outstanding Principal Amount” means, when used with respect to any
date, an amount equal to (a) the Class A-6 Initial Principal Amount minus (b)
the amount of principal payments made to Class A-6 Noteholders on or prior to
such date.


 


“Class
A-6 Principal Amount” means when used with respect to any date, an amount
equal to the Class A-6 Outstanding Principal Amount as of such date plus the
sum of (a) the amount of any principal payments made to Class A-6 Noteholders
on or prior to such date with the proceeds of a demand on the Insurance Policy
and (b) the amount of any principal payments made to Class A-6 Noteholders,
including any principal payments made to the Insurer, that have been rescinded
or otherwise returned by the Class A-6 Noteholders or the Insurer for any
reason.


 


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


 


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


 


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


 


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


 


26

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


28














 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
B Letter of Credit Reimbursement Agreement” means any and each
reimbursement agreement providing for the reimbursement of a Class B Letter of
Credit


 


29

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30

















 


denominator
of which is the Class B Non-Ford Letter of Credit Liquidity Amount as of such
date.


 


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


 


“Class
B Non-Ford Letter of Credit Amount” means, as of any date of determination,
the lesser of (a) the sum of (i) the aggregate amount available to be drawn on
such date under the Class B Non-Ford Letters of Credit, as specified therein,
and (ii) if a Class B Non-Ford Cash Collateral Account has been established and
funded pursuant to Section 2.14 of this Series Supplement, the Class B
Available Non-Ford Cash Collateral Account Amount on such date and (b) the
result of (x) the outstanding principal amount of the Series 2005-2 Demand Note
on such date minus (y) the Class A Non-Ford Letter of Credit Amount.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
B Overcollateralization Amount” means as of any date of determination, (i)
on which no Aggregate Asset Amount Deficiency exists, the Class B Required
Overcollateralization Amount as of such date or (ii) on which an Aggregate


 


31

















 


Asset
Amount Deficiency exists, the excess, if any, of the Series 2005-2 Asset Amount
over the Series 2005-2 Adjusted Principal Amount, in each case as of such date.


 


“Class
B Percentage” shall mean a fraction expressed as a percentage, the
numerator of which is the Class B Principal Amount and the denominator of which
is the Series 2005-2 Principal Amount.


 


“Class
B Preference Amount” means any amount previously paid by Hertz pursuant to
the Series 2005-2 Demand Note and distributed to the Class B Noteholders in
respect of amounts owing under the Class B Notes that is recoverable or that
has been recovered as a voidable preference by the trustee in a bankruptcy
proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final
nonappealable order of a court having competent jurisdiction.


 


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


 


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


 


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


 


“Class
B Required Enhancement Incremental Amount” means


 


(i)                                     as
of the Series 2005-2 Closing Date, $0; and


 


(ii)                                  as
of any date thereafter, the product of (A) the Series 2005-2 Required Asset
Amount Percentage as of the immediately preceding Business Day and (B) the sum
of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from
the calculation thereof, to the extent that an Event of Bankruptcy has occurred
with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value
of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such
Manufacturer as of the date of the


 


32

















 


occurrence
of such Event of Bankruptcy) manufactured by each such Manufacturer for which
an Event of Bankruptcy has occurred and any amounts related to such HVF
Vehicles due from such Manufacturer) over the Series 2005-2 Maximum
Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2)
the excess, if any, of the Hyundai Amount over the Series 2005-2 Maximum
Hyundai Amount as of such immediately preceding Business Day, (3) the excess,
if any, of the Jaguar Amount over the Series 2005-2 Maximum Jaguar Amount as of
such immediately preceding Business Day, (4) the excess, if any, of the Kia
Amount over the Series 2005-2 Maximum Kia Amount as of such immediately
preceding Business Day, (5) the excess, if any, of the Land Rover Amount over
the Series 2005-2 Maximum Land Rover Amount as of such immediately preceding Business
Day, (6) the excess, if any, of the Mazda Amount over the Series 2005-2 Maximum
Mazda Amount as of such immediately preceding Business Day, (7) the excess, if
any, of the Mitsubishi Amount over the Series 2005-2 Maximum Mitsubishi Amount
as of such immediately preceding Business Day, (8) the excess, if any, of the
Subaru Amount over the Series 2005-2 Maximum Subaru Amount as of such
immediately preceding Business Day, (9) the excess, if any, of the Volvo Amount
over the Series 2005-2 Maximum Volvo Amount as of such immediately preceding
Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount
over the Series 2005-2 Maximum Non-Eligible Manufacturer Amount as of such
immediately preceding Business Day, (11) the excess, if any, of the
Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer
(excluding from the calculation thereof, to the extent that an Event of
Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and
Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles
manufactured by any such Manufacturer as of the date of the occurrence of such
Event of Bankruptcy) manufactured by each such Manufacturer for which an Event
of Bankruptcy has occurred and any amounts related to such HVF Vehicles due
from such Manufacturer) over the Series 2005-2 Maximum Manufacturer
Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12)
the excess, if any, of the Audi Amount over the Series 2005-2 Maximum Audi Amount
as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount
over the Series 2005-2 Maximum BMW Amount as of such immediately preceding
Business Day, (14) the excess, if any of the Lexus Amount over the Series
2005-2 Maximum Lexus Amount as of such immediately preceding Business Day, (15)
the excess, if any of the Mercedes Amount over the Series 2005-2 Maximum
Mercedes Amount as of such immediately preceding Business Day and (16) the
excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series
2005-2 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately
preceding Business Day. The Manufacturer Non-Eligible Vehicle Amounts
with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an
aggregate basis so that they will be considered as one Manufacturer for the
purpose of the calculation of the Series 2005-2 Maximum Manufacturer
Non-Eligible


 


33

















 


Vehicle
Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of
Ford.


 


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


 


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


 


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


 


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


 


“Class B Required Reserve Account Amount” means,
with respect to any date of determination, an amount equal to the greater of
(a) the excess, if any, of the Class B Required Liquidity Amount over the Class
B Letter of Credit Liquidity Amount, in each case, as of such date, excluding
from the calculation thereof the amount available to be drawn under any Class B
Letter of Credit if at the time of such calculation (A) such Class B Letter of
Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall
have occurred with respect to the Class B Letter of Credit Provider of such
Class B Letter of Credit, (C) such Class B Letter of Credit Provider shall have
repudiated such Class B Letter of Credit or failed to honor a draw thereon made
in accordance with the terms thereof or (D) a Class B Downgrade Event shall
have occurred and be continuing for at least 30 days with respect to the Series
2005-2 Letter of Credit Provider of such Class B Letter of Credit, and (b) the
excess, if any, of the Class B Required Enhancement Amount over the Class B
Adjusted Enhancement Amount (excluding therefrom the Class B Available Reserve
Account Amount), in each case, as of such date.


 


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


 


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


 


“Class B Reserve Account Surplus” means, with
respect to any date of determination, the excess, if any, of the Class B
Available Reserve Account Amount (after giving effect to any deposits thereto
and withdrawals and releases therefrom on


 


34

















 


such date) over the Class B Required Reserve Account
Amount, in each case, as of such date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


35

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


36

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


37

















 


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


 


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


 


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


 


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


 


“Class
B-3 Monthly Interest” means, with respect to any Series 2005-2 Interest
Period, an amount equal to the product of (i) the Class B-3 Note Rate for such
Series 2005-2 Interest Period, (ii) the Class B-3 Principal Amount on the first
day of such Series 2005-2 Interest Period, after giving effect to any principal
payments made on such date, or, in the case of the initial Series 2005-2
Interest Period, the Class B-3 Initial Principal Amount and (iii) a fraction,
the numerator of which is the number of days in such Series 2005-2 Interest
Period and the denominator of which is 360.


 


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


 


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


 


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


 


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


 


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


 


38

















 


amount
of any principal payments made to Class B-3 Noteholders that have been
rescinded or otherwise returned by the Class B-3 Noteholders for any reason.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
B-4 Notes” means any one of the Series 2005-2 Fixed Rate Rental Car Asset
Backed Notes, Class B-4, executed by HVF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A-10-1, Exhibit
A-10-2, or Exhibit A-10-3. Definitive Class B-4 Notes shall have
such insertions and deletions as are necessary to give effect to the provisions
of Section 2.13 of the Base Indenture.


 


39

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
B-5 Monthly Interest” means, with respect to any Series 2005-2 Interest
Period, an amount equal to the product of (i) the Class B-5 Note Rate for such
Series 2005-2 Interest Period, (ii) the Class B-5 Principal Amount on the first
day of such Series 2005-2 Interest Period, after giving effect to any principal
payments made on such


 


40

















 


date,
or, in the case of the initial Series 2005-2 Interest Period, the Class B-5
Initial Principal Amount and (iii) a fraction, the numerator of which is the
number of days in such Series 2005-2 Interest Period and the denominator of
which is 360.


 


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


 


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


 


“Class
B-5 Notes” means any one of the Series 2005-2 Floating Rate Rental Car
Asset Backed Notes, Class B-5, executed by HVF and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-11-1, Exhibit
A-11-2, or Exhibit A-11-3. Definitive Class B-5 Notes shall have
such insertions and deletions as are necessary to give effect to the provisions
of Section 2.13 of the Base Indenture.


 


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


 


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


 


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


 


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


 


41

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
B-6 Notes” means any one of the Series 2005-2 Fixed Rate Rental Car Asset
Backed Notes, Class B-6, executed by HVF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A-12-1, Exhibit
A-12-2, or Exhibit A-12-3. Definitive Class B-6 Notes shall have
such insertions and deletions as are necessary to give effect to the provisions
of Section 2.13 of the Base Indenture.


 


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


 


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


 


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


 


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


 


42

















 


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


 


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


 


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


 


“Controlling
Class” means the Class A Notes as long as any Class A Notes are
Outstanding, and upon payment in full of the Class A Notes, the Class B Notes (in each case excluding any Series 2005-2 Notes
held by HVF or any Affiliate of HVF).


 


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


 


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


 


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


 


“DTC
Closing” shall occur when the Class A Notes that are Series 2005-2 Global
Notes are cleared through DTC on the Series 2005-2 Closing Date.


 


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


 


“Eligible
Interest Rate Hedge Provider” means a counterparty to a Series 2005-2
Interest Rate Hedge who is a bank or other financial institution, that (A) has,
or


 


43

















 


has all
of its obligations under its Series 2005-2 Interest Rate Hedge guaranteed by a
person that has, a short-term senior and unsecured debt rating of at least “A-1”
from Standard & Poor’s and a long-term senior unsecured debt rating of at
least “A+” from Standard & Poor’s, (B) has, or has all of its obligations
under its Series 2005-2 Interest Rate Hedge guaranteed by a person that has, a
short-term senior unsecured debt rating of “P-1” from Moody’s and a long-term
senior unsecured debt rating of at least “A1” from Moody’s and (C) unless
otherwise agreed to by Fitch, has, or has all of its obligations under its
Series 2005-2 Interest Rate Hedge guaranteed by a person that has, a short-term
senior and unsecured debt rating of at least “F1” from Fitch and a long-term
senior unsecured debt rating of at least “A” from Fitch; provided that,
for so long as any Class A Notes are Outstanding, each Eligible Interest Rate
Hedge Provider shall be approved by the Insurer, such approval not to be
unreasonably withheld or delayed.


 


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


 


44

















 


next
Payment Date with respect to all Eligible Vehicles that are Eligible Program
Vehicles as of such date and that have not been turned in to and accepted by
the Manufacturer thereof pursuant to its Manufacturer Program, not been
delivered and accepted for Auction pursuant to a Manufacturer Program and not
otherwise been sold or deemed to be sold under the Related Documents.


 


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


 


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


 


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


 


“Five-Year
Notes Controlled Amortization Period” means the period commencing at the
close of business on April 30, 2010 (or, if such day is not a Business Day, the
Business Day immediately preceding such day) and continuing to the earlier of
(i) the commencement of the Series 2005-2 Rapid Amortization Period, and (ii)
the date on which the Five-Year Notes are fully paid.


 


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


 


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


 


“Fleet
Equity Amount” means, on any date of determination, the amount, if any, by
which the sum of (a) the Aggregate Asset Amount on such date and (b) the amount
of cash and Permitted Investments on deposit in the (i) Class A Reserve
Account, (ii) the Class B Reserve Account, (iii) the Class A Non-Ford Cash
Collateral Account, (iv) the Class B Non-Ford Cash Collateral Account, (v) the
Series 2005-2 Excess Collection Account after the required application of such funds in accordance with the
priorities set forth in clauses (i) through (v) of Section
2.2(f) of this Series Supplement as of such date, (vi) the Series 2005-2
Collection Account and available for reduction of the Series 2005-2 Principal
Amount as of such date, (vii) any Series-Specific Excess Collection Account
(other than the Series 2005-2 Excess Collection Account) after the required application of such funds in accordance with the
priorities set forth in the provisions
of the related Series Supplement governing
the distribution of amounts on deposit in such Series-Specific Excess
Collection Account, other than amounts that
are permitted to be released to HVF, (viii) any Series-Specific
Collection Account (other than the Series 2005-2 Collection Account) and available for reduction of the Principal


 


45

















 


Amount with respect to the related Series as of
such date and (ix) any other Eligible Series Enhancement Account exceeds
the aggregate Principal Amount of each Outstanding Series of Notes on such
date.


 


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


 


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


 


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


 


“Ford
LOC Exposure Amount” means, on any date of determination, the sum of (a)
the aggregate amount available to be drawn under all outstanding Ford Letters
of Credit on such date, (b) the stated amount of Ford Letters of Credit that
Ford is committed to provide to HVF on such date, after giving effect to the
issuance of the Ford Letters of Credit referenced in clause (a), (c) the
aggregate amount of cash and Permitted Investments on deposit in any Series
Account (including the Class A Ford Cash Collateral Account and the Class B
Ford Cash Collateral Account) funded by an amount drawn under a Ford Letter of
Credit on such date and (d) (without double counting any amount included in the
preceding clause (c)) any outstanding Ford Reimbursement Obligations on
such date.


 


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


 


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


 


“Four-Year
Notes Controlled Amortization Period” means the period commencing at the
close of business on July 31, 2009 (or, if such day is not a Business Day, the
Business Day immediately preceding such day) and continuing to the earlier of
(i) the commencement of the Series 2005-2 Rapid Amortization Period, and (ii)
the date on which the Four-Year Notes are fully paid.


 


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


 


46

















 


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


 


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


 


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


 


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


 


“Indenture
Carrying Charges” means, as of any day, any fees or other costs, fees and
expenses and indemnity amounts, if any, payable by HVF to the Trustee, the
Administrator, the Intermediary under the Master Exchange Agreement or the
Nominee under the Indenture or the Related Documents plus any other operating
expenses of HVF then payable by HVF including, without limitation, any amounts
owing from HVF under each Series 2005-2 Interest Rate Hedge (other than Monthly
Hedge Payments).


 


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


 


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


 


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


 


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


 


“Insurance
Policy” means the Note Guaranty Insurance Policy No. AB0953BE, dated
December 21, 2005, issued by the Insurer.


 


“Insured
Principal Deficit Amount” means, with respect to any Payment Date, the
excess, if any, of (a) the Class A Outstanding Principal Amount measured as of


 


47

















 


such
Payment Date (after giving effect to the distribution of the Monthly Total
Principal Allocation for the Related Month) over (b) the sum on such Payment
Date of (i) the Class A Asset Amount, (ii) the Class A Available Reserve
Account Amount, (iii) the Class A Letter of Credit Amount, (iv) the Class B
Available Reserve Account Amount, (v) the Class B Letter of Credit Amount,
(vi) the amount of cash and Permitted Investments on deposit in the Series
2005-2 Excess Collection Account and (vii) the amount on deposit in the Series 2005-2 Distribution Account and
allocated to effect a redemption of the Class A Notes of any Class.


 


“Insurer”
means Ambac Assurance Corporation, a Wisconsin stock insurance corporation. The
Insurer shall constitute an “Enhancement Provider” with respect to the Class A
Notes for all purposes under the Indenture and the other Related Documents.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insurer
Reimbursement Amounts” means, as of any date of determination, (i) an
amount equal to the aggregate of any amounts due as of such date to the Insurer
pursuant to the Insurance Agreement in respect of unreimbursed draws under


 


48

















 


the
Insurance Policy, including interest thereon determined in accordance with the
Insurance Agreement, and (ii) an amount equal to the aggregate of any other
amounts due as of such date to the Insurer pursuant to the Insurance Agreement
(other than the Insurer Fee).


 


“Interest
Rate Hedge Provider” means HVF’s counterparty under a Series 2005-2
Interest Rate Hedge. Each Interest Rate Hedge Provider, for so long as such
Interest Rate Hedge Provider is not in default under its Series 2005-2 Interest
Rate Hedge, and such Series 2005-2 Interest Rate Hedge continues to be in
effect, shall constitute an “Enhancement Provider” with respect to the Series
2005-2 Notes for all purposes under the Indenture and the other Related
Documents.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“LIBOR
Determination Date” means, with respect to any Series 2005-2 Interest
Period, the second London Business Day preceding the first day of such Series
2005-2 Interest Period.


 


49

















 


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


 


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


 


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


 


50

















 


and
accepted for Auction pursuant to its Manufacturer Program and not otherwise
been sold or deemed to be sold under the Related Documents. For the purposes of
this definition, an Affiliate of a Manufacturer shall not include any Person
who is included as a Manufacturer hereunder.


 


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


 


51

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Monthly
Hedge Payment” means, for any Payment Date, the excess, if any, of (i) the
aggregate amount payable by HVF as the “Fixed Amount” under each Series 2005-2
Interest Rate Hedge on such Payment Date over (ii) the aggregate amount payable
to HVF as the “Floating Amount” under each such Series 2005-2 Interest Rate
Hedge on such Payment Date, in each case excluding any termination payments
under such Series 2005-2 Interest Rate Hedges.


 


“Monthly
Total Principal Allocation” means for any Related Month the sum of all
Series 2005-2 Principal Allocations with respect to such Related Month plus any
amounts deposited in the Series 2005-2 Collection Account pursuant to Section
2.3(h)(vi)(B) of this Series Supplement.


 


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


 


“Non-Eligible
Manufacturer Amount” means, as of any date of determination, an amount
equal to the sum, rounded to the nearest $100,000, of the following amounts to
the extent that such amounts are included in the definition of


 


52

















 


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


 


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


 


53

















 


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


 


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


 


“Non-Investment
Grade Eligible Program Manufacturer Vehicle Amount” means, as of any date
of determination, the sum for all Non-Investment Grade Eligible Program
Manufacturers of an amount, with respect to each Non-Investment Grade Eligible
Program Manufacturer, equal to the sum, rounded to the nearest $100,000, of the
following amounts to the extent that such amounts are included in the definition
of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all
Eligible Program Vehicles that are Eligible Vehicles as of such date that were
manufactured by such Non-Investment Grade Eligible Program Manufacturer or an
Affiliate thereof and not turned in to and accepted by such Non-Investment
Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not
delivered and accepted for Auction pursuant to its


 


54

















 


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


 


“Non-Investment
Grade Manufacturer” means, as of any date of determination, each Eligible
Manufacturer who as of such date does not have a long-term unsecured debt
rating of at least “BBB-” from Standard & Poor’s, at least “Baa3” from
Moody’s and,
unless otherwise agreed to by Fitch, at least “BBB-” by Fitch; provided
that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or
upon the downgrade of a Manufacturer by a Rating Agency to a rating that would
require inclusion


 


55

















 


of such
Manufacturer in this definition, for purposes of this definition and each
instance in which this definition is used in this Series Supplement, such
Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as
applicable, by the Rating Agency which downgraded such Manufacturer for a
period of 30 days following the earlier of (i) the date on which any of the
Administrator, HVF or the Servicer obtains actual knowledge of such downgrade
and (ii) the date on which the Trustee or Insurer notifies the Administrator of
such downgrade.


 


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


 


56

















 


Manufacturer
Program and not otherwise been sold or deemed to be sold under the Related
Documents.


 


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


 


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


 


“One-Month
LIBOR” means, with respect to the initial Series 2005-2 Interest Period,
4.38%, and for each subsequent Series 2005-2 Interest Period, the rate per
annum determined on the related LIBOR Determination Date by the Calculation
Agent to be the rate for Dollar deposits having a maturity equal to one month
that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on
such LIBOR Determination Date; provided, however, that if such
rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such
Series 2005-2 Interest Period, the rate per annum equal to the arithmetic mean
(rounded to the nearest one-one-hundred-thousandth of one percent) of the rates
quoted by the Reference Banks to the Calculation Agent as the rates at which
deposits in Dollars are offered by the Reference Banks at approximately 11:00
a.m., London time, on the LIBOR Determination Date to prime banks in the London
interbank market for a period equal to one month; provided, further,
that if fewer than two quotations are provided as requested by the Reference
Banks, “One-Month LIBOR” for such Series 2005-2 Interest Period will mean the
arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent)
of the rates quoted by major banks in New York, New York selected by the
Calculation Agent, at approximately 10:00 a.m., New York City time, on the
first day of such Series 2005-2 Interest Period for loans in Dollars to leading
European banks for a period equal to one month; provided, finally, that
if no such quotes are provided, “One-Month LIBOR” for such Series 2005-2
Interest Period will mean One-Month LIBOR as in effect with respect to the
preceding Series 2005-2 Interest Period.


 


“Outstanding”
means with respect to the Series 2005-2 Notes, all Series 2005-2 Notes
theretofore authenticated and delivered under the Indenture, except (a)
Series 2005-2 Notes theretofore cancelled or delivered to the Registrar for
cancellation, (b) Series 2005-2 Notes which have not been presented for payment
but funds for the payment of which are on deposit in the Series 2005-2
Distribution Account and are available for payment of such Series 2005-2 Notes,
and Series 2005-2 Notes which are considered paid pursuant to Section 8.1
of the Base Indenture, or (c) Series 2005-2 Notes in exchange for or in lieu of
other Series 2005-2 Notes which have been authenticated


 


57

















 


and
delivered pursuant to the Indenture unless proof satisfactory to the Trustee is
presented that any such Series 2005-2 Notes are held by a purchaser for value.


 


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


 


“Preference
Amount” means any amount previously paid by Hertz pursuant to the Series
2005-2 Demand Note and distributed to the Series 2005-2 Noteholders in respect
of amounts owing under the Series 2005-2 Notes that is recoverable or that has
been recovered as a voidable preference by the trustee in a bankruptcy
proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final
nonappealable order of a court having competent jurisdiction.


 


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


 


“Pro
Rata Share” means, (a) with respect to any Series 2005-2 Non-Ford Letter of Credit Provider,
as of any date, the fraction (expressed as a percentage) obtained by dividing
(A) the available amount under such Series 2005-2 Non-Ford Letter of Credit Provider’s Series 2005-2 Non-Ford Letter of Credit as of such
date by (B) an amount equal to the aggregate available amount under all Series
2005-2 Non-Ford Letters of
Credit relating to the same Class of Series 2005-2 Notes as such Series 2005-2
Non-Ford Letter of Credit Provider’s Series 2005-2 Non-Ford Letter of Credit, as of such date and (b) with respect
to any Series 2005-2 Ford Letter of Credit Provider as of any date, the
fraction (expressed as a percentage) obtained by dividing (A) the available
amount under such Series 2005-2 Ford Letter of Credit Provider’s Series 2005-2 Ford Letter of Credit as of such date
by (B) an amount equal to the aggregate available amount under all Series
2005-2 Ford Letters of Credit relating to the same Class of Series 2005-2 Notes
as such Series 2005-2 Ford Letter of Credit Provider’s Series 2005-2 Ford Letter of Credit, as of such
date; provided, that only for purposes of calculating the Pro Rata Share
with respect to any Series 2005-2 Letter of Credit Provider as of any date, if
such Series 2005-2 Letter of Credit Provider has not complied with its
obligation to pay the Trustee the amount of any draw under its Series 2005-2
Letter of Credit made prior to such date, the available amount under such
Series 2005-2 Letter of Credit Provider’s Series 2005-2 Letter of 


 


58

















 


Credit
as of such date shall be treated as reduced (for calculation purposes only) by
the amount of such unpaid demand and shall not be reinstated for purposes of
such calculation unless and until the date as of which such Series 2005-2
Letter of Credit Provider has paid such amount to the Trustee and been
reimbursed by the Lessee for such amount (provided that the foregoing
calculation shall not in any manner reduce a Series 2005-2 Letter of Credit
Provider’s actual liability in respect of any failure to pay any demand under
its Series 2005-2 Letter of Credit).


 


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


 


“Rating
Agencies” means, with respect to the Series 2005-2 Notes, Standard &
Poor’s, Moody’s and Fitch and any other nationally recognized rating agency
rating the Series 2005-2 Notes at the request of HVF.


 


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


 


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


 


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


 


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


 


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


 


“Required
Noteholders” means with respect to the Series 2005-2 Notes, subject to Section
6.6 of this Series Supplement, Series 2005-2 Noteholders holding more than
50% of the Series 2005-2 Principal Amount (excluding any Series 2005-2 Notes
held by HVF or any Affiliate of HVF).


 


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


 


“Restricted
Notes” means the Restricted Global Notes, and all other Series 2005-2 Notes
evidencing the obligations, or any portion of the obligations, initially
evidenced by the Restricted Global Notes, other than certificates transferred
or exchanged upon certification as provided in Section 5 of this Series
Supplement.


 


“Restricted
Period” means, with respect to any Series 2005-2 Notes issued on the Series
2005-2 Closing Date, the period commencing on such Series 2005-2 Closing Date
and ending on the 40th day after such Series 2005-2 Closing Date, and with
respect to any Class B Notes issued on a Series 2005-2 Class B Notes Closing
Date, the


 


59

















 


period
commencing on such Series 2005-2 Class B Notes Closing Date and ending on the
40th day after such Series 2005-2 Class B Notes Closing Date.


 


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


 


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


 


“Series
2005-1 Notes” means the Series 2005-1 Medium Term Rental Car Asset Backed
Notes issued by HVF on the date hereof under that certain Series Supplement to
the Base Indenture, dated as of the date hereof (as amended, modified, restated
or supplemented from time to time in accordance with the terms thereof), by and
between HVF and the Trustee.


 


“Series
2005-2 Accrued Amounts” means, on any date of determination, the sum of (i)
accrued and unpaid interest on the Series 2005-2 Notes as of such date, (ii)
the Insurer Fee, if any, accrued to such date and payable by HVF on the next
succeeding Payment Date, (iii) any other amounts due or accrued as of such date
and payable to the Insurer pursuant to the Insurance Agreement (other than
unreimbursed amounts drawn under the Insurance Policy to pay the principal of
the Series 2005-2 Notes) on or prior to the next succeeding Payment Date, (iv)
the Monthly Hedge Payment and (v) the product of (A) the Indenture Carrying
Charges payable on the next succeeding Payment Date times (B) the Series 2005-2
Percentage as of the Determination Date immediately preceding such Payment
Date.


 


“Series
2005-2 Accrued Interest Account” has the meaning specified in Section 2.1(a)
of this Series Supplement.


 


“Series
2005-2 Adjusted Principal Amount” means, as of any date of determination,
the sum of the Class A Adjusted Principal Amount and the Class B Adjusted
Principal Amount, in each case, as of such date.


 


“Series
2005-2 Asset Amount” means, as of any date of determination, the product of
(i) the Series 2005-2 Invested Percentage (with respect to principal) as of
such date and (ii) the Aggregate Asset Amount as of such date.


 


“Series
2005-2 Cash Collateral Accounts” means the Class A Cash Collateral Account
and the Class B Cash Collateral Account.


 


60

















 


“Series
2005-2 Class B Notes Closing Date” means, with respect to any issuance of
Class B Notes, the date specified in the Class B Notes Term Sheet related to
such issuance of Class B Notes.


 


“Series
2005-2 Closing Account” has the meaning specified in Section 2.17(a)
of this Series Supplement.


 


 “Series 2005-2 Closing Account Collateral”
has the meaning specified in Section 2.17(c) of this Series Supplement.


 


“Series
2005-2 Closing Date” means December 21, 2005.


 


“Series
2005-2 Collateral” means the Collateral, any Series 2005-2 Interest Rate
Hedges, each Series 2005-2 Letter of Credit, the Series 2005-2 Series Account
Collateral, the Class A Cash Collateral Account Collateral, the Class B Cash
Collateral Account Collateral, the Series 2005-2 Demand Note, the Series 2005-2
Distribution Account Collateral, the Class A Reserve Account Collateral, the
Class B Reserve Account Collateral and the Series 2005-2 Closing Account
Collateral.


 


“Series
2005-2 Collection Account” has the meaning specified in Section 2.1(a)
of this Series Supplement.


 


“Series
2005-2 Controlled Amortization Period” means the Three-Year Notes
Controlled Amortization Period, the Four-Year Notes Controlled Amortization
Period or the Five-Year Notes Controlled Amortization Period, as the context
requires.


 


“Series
2005-2 Demand Note” means each demand note made by Hertz, substantially in
the form of Exhibit H to this Series Supplement, as amended, modified or
restated from time to time in accordance with its terms and the terms of this
Series Supplement.


 


“Series
2005-2 Demand Note Payment Amount” means, as of any date of determination,
the excess, if any, of (a) the aggregate amount of all proceeds of demands made
on the Series 2005-2 Demand Note that were deposited into the Series 2005-2
Distribution Account and paid to the Series 2005-2 Noteholders during the one
year period ending on such date of determination over (b) the amount of any
Preference Amount relating to such proceeds that has been repaid to HVF (or any
payee of HVF) with the proceeds of any LOC Preference Payment Disbursement (or
any withdrawal from any Series 2005-2 Cash Collateral Account); provided,
however, that if an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the lapse of
a period of 60 consecutive days) with respect to Hertz shall have occurred on
or before such date of determination, the Series 2005-2 Demand Note Payment
Amount shall equal (i) on any date of determination until the conclusion or
dismissal of the proceedings giving rise to such Event of Bankruptcy without
continuing jurisdiction by the court in such proceedings (or on any earlier
date upon which the statute of limitations in respect of avoidance actions in
such proceedings has run or when


 


61

















 


such
actions otherwise become unavailable to the bankruptcy estate), the Series 2005-2
Demand Note Payment Amount as if it were calculated as of the date of the
occurrence of such Event of Bankruptcy and (ii) on any date of determination
thereafter, $0.


 


“Series
2005-2 Deposit Date” has the meaning specified in Section 2.2 of
this Series Supplement.


 


“Series
2005-2 Designated Account” has the meaning specified in Section 2.10(a)
of this Series Supplement.


 


“Series
2005-2 Distribution Account” has the meaning specified in Section 2.9(a)
of this Series Supplement.


 


“Series
2005-2 Distribution Account Collateral” has the meaning specified in Section
2.9(d) of this Series Supplement.


 


“Series
2005-2 Excess Collection Account” has the meaning specified in Section
2.1(a) of this Series Supplement.


 


“Series
2005-2 Ford Letter of Credit” means each Class A Ford Letter of Credit and
each Class B Ford Letter of Credit, as the context may require.


 


“Series
2005-2 Ford Letter of Credit Provider” means each Class A Ford Letter of
Credit Provider and each Class B Ford Letter of Credit Provider, as the context
may require.


 


“Series
2005-2 Ford Letter of Credit Termination Date” means the date on which (i)
all Series 2005-2 Ford Letters of Credit have expired or been terminated and
returned to the Series 2005-2 Ford Letter of Credit Provider thereof, (ii) no
Ford Reimbursement Obligations are outstanding and (iii) Ford has been paid all
amounts distributable to Ford hereunder from the Series 2005-2 Cash Collateral
Accounts.


 


“Series
2005-2 Global Note” means a Regulation S Global Note, a Restricted Global
Note or an Unrestricted Global Note.


 


“Series
2005-2 Interest Period” means a period commencing on and including a
Payment Date and ending on and including the day preceding the next succeeding
Payment Date; provided, however, that the initial Series 2005-2
Interest Period shall commence on and include the Series 2005-2 Closing Date
and end on and include January 24, 2006.


 


“Series
2005-2 Interest Rate Hedge” is defined in Section 2.11(a) of this
Series Supplement; provided that for the avoidance of doubt each Series
2005-2 Interest Rate Hedge shall constitute a “Series-Specific Swap Agreement”,
but shall not constitute a “Swap Agreement” for all purposes under the Base
Indenture or any other Related Document.


 


62

















 


“Series
2005-2 Invested Percentage” means, on any date of determination:


 


(a)                                  when
used with respect to Principal Collections, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which shall
be equal to the Series 2005-2 Required Adjusted Asset Amount, determined during
the Series 2005-2 Revolving Period as of the end of the immediately preceding
Related Month (or, until the end of the initial Related Month after the Series
2005-2 Closing Date, on the Series 2005-2 Closing Date), or, the Series 2005-2
Required Adjusted Asset Amount, determined during the Series 2005-2 Controlled
Amortization Period and the Series 2005-2 Rapid Amortization Period as of the
last day of the Series 2005-2 Revolving Period, and the denominator of which
shall be the greater of (I) the Aggregate Asset Amount as of the end of the
immediately preceding Related Month or, until the end of the initial Related
Month after the Series 2005-2 Closing Date, as of the Series 2005-2 Closing
Date and (II) as of the same date as in clause (I), the Aggregate
Required Asset Amount;


 


(b)                                 when
used with respect to Interest Collections, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which shall
be the Series 2005-2 Accrued Amounts on such date of determination, and the
denominator of which shall be the aggregate Accrued Amounts with respect to all
Series of Notes on such date of determination.


 


“Series
2005-2 Lease Interest Payment Deficit” means on any Payment Date an amount
equal to the excess, if any, of (a) the aggregate amount of Interest
Collections which pursuant to Section 2.2(a), (b) or (c)
of this Series Supplement would have been deposited into the Series 2005-2
Accrued Interest Account if all payments of Monthly Variable Rent required to
have been made under the HVF Lease from and excluding the preceding Payment
Date to and including such Payment Date were made in full over (b) the
aggregate amount of Interest Collections which pursuant to Section 2.2(a),
(b) or (c) of this Series Supplement have been received for
deposit into the Series 2005-2 Accrued Interest Account from and excluding the
preceding Payment Date to and including such Payment Date.


 


“Series
2005-2 Lease Payment Deficit” means either a Series 2005-2 Lease Interest
Payment Deficit or a Series 2005-2 Lease Principal Payment Deficit.


 


“Series
2005-2 Lease Principal Payment Carryover Deficit” means (a) for the initial
Payment Date, zero and (b) for any other Payment Date, the excess, if any, of
(x) the Series 2005-2 Lease Principal Payment Deficit, if any, on the preceding
Payment Date over (y) the amount deposited in the Series 2005-2
Distribution Account pursuant to Section 2.5(d) of this Series
Supplement on such preceding Payment Date on account of such Series 2005-2
Lease Principal Payment Deficit.


 


“Series
2005-2 Lease Principal Payment Deficit” means on any Payment Date the sum
of (a) the Series 2005-2 Monthly Lease Principal Payment Deficit for such


 


63

















 


Payment
Date and (b) the Series 2005-2 Lease Principal Payment Carryover Deficit for
such Payment Date.


 


“Series
2005-2 Letter of Credit” means a Class A Letter of Credit and/or a Class B
Letter of Credit, as the context may require.


 


“Series
2005-2 Letter of Credit Provider” means a Class A Letter of Credit Provider
and/or a Class B Letter of Credit Provider, as the context may require.


 


“Series
2005-2 Limited Liquidation Event of Default” means, so long as such event
or condition continues, any event or condition of the type specified in clauses
(a) through (k) of Article III of this Series Supplement that
continues for thirty (30) days (without double counting the cure period, if
any, provided therein); provided  however, that any event or
condition of the type specified in clauses (a) through (i) shall
cease to constitute a Series 2005-2 Limited Liquidation Event of Default if (i)
within such thirty (30) day period, such Amortization Event shall have been
cured and (ii) the Trustee shall have received from the Series 2005-2
Noteholders holding more than 50% of the Controlling Class a waiver of the
occurrence of such Series 2005-2 Limited Liquidation Event of Default.


 


“Series
2005-2 Liquidity Amount” means, as of any date of determination, the sum of
(a) the Class A Liquidity Amount and (b) the Class B Liquidity Amount, in each
case on such date.


 


“Series
2005-2 Maximum
Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any day, an amount equal to 6% of the Adjusted Aggregate
Asset Amount on such day (or such greater percentage as may be agreed to
by HVF, the Insurer (such consent not to be unreasonably withheld or delayed)
for so long as any Class A Notes are Outstanding, and the Rating Agencies,
subject to satisfaction of the Series 2005-2 Rating Agency Condition; provided,
that the consent of the Insurer shall not be required to the extent such
percentage is equal to or less than 15%).


 


“Series
2005-2 Maximum Amount” means any of the Series 2005-2 Maximum Hyundai
Amount, the Series 2005-2 Maximum Jaguar Amount, the Series 2005-2 Maximum Kia
Amount, the Series 2005-2 Maximum Land Rover Amount, the Series 2005-2 Maximum
Mazda Amount, the Series 2005-2 Maximum Mitsubishi Amount, the Series 2005-2
Maximum Subaru Amount, the Series 2005-2 Maximum Volvo Amount, the Series
2005-2 Maximum Manufacturer Non-Eligible Vehicle Amount, the Series 2005-2
Maximum Non-Eligible Manufacturer Amount, the Series 2005-2 Maximum
Non-Eligible Vehicle Amount, the Series 2005-2 Maximum Audi Amount, the Series
2005-2 Maximum BMW Amount, the Series 2005-2 Maximum Lexus Amount, the Series
2005-2 Maximum Mercedes Amount, the Series 2005-2 Maximum Aggregate BMW/Lexus
Mercedes Amount and the Series 2005-2 Maximum HVF Service Vehicle Amount.


 


64














 


“Series
2005-2 Maximum Audi Amount” means, as of any day, an amount equal to 3% of
the Adjusted Aggregate Asset Amount on such day (or such greater percentage as
may be agreed to by HVF, the Insurer (such consent not to be unreasonably
withheld or delayed) for so long as any Class A Notes are Outstanding, and the
Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency
Condition; provided, that the consent of the Insurer shall not be
required to the extent such percentage is equal to or less than 8%).


 


“Series
2005-2 Maximum BMW Amount” means, as of any day, an amount equal to 3% of
the Adjusted Aggregate Asset Amount on such day (or such greater percentage as
may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld
or delayed) for so long as any Class A Notes are Outstanding, and the Rating
Agencies, subject to satisfaction of the Series 2005-2 Rating Agency Condition;
provided, that the consent of the Insurer shall not be required to the extent
such percentage is equal to or less than 5%).


 


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


 


“Series
2005-2 Maximum Hyundai Amount” means, as of any day, an amount equal to 13%
of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-2 Maximum Jaguar Amount” means, as of any day, an amount equal to 5%
of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-2 Maximum Kia Amount” means, as of any day, an amount equal to 10% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-2 Maximum Land Rover Amount” means, as of any day, an amount equal to
5% of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-2 Maximum Lexus Amount” means, as of any day, an amount equal to 3% of
the Adjusted Aggregate Asset Amount on such day (or such greater percentage as
may be agreed to by HVF, the Insurer (such consent not to be unreasonably
withheld or delayed) for so long as any Class A Notes are Outstanding, and the
Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency
Condition; provided, that the consent of the Insurer shall not be
required to the extent such percentage is equal to or less than 5%).


 


“Series
2005-2 Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any
day, with respect to any Manufacturer, an amount equal to 40% of the
Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the
extent that an Event of Bankruptcy has occurred with respect to any of Ford,
GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other
than Non-Program Vehicles manufactured by any such Manufacturer as of the date
of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer
for which an Event of Bankruptcy


 


65

















 


has
occurred and any amounts related to such HVF Vehicles due from such
Manufacturer).


 


“Series
2005-2 Maximum Mazda Amount” means, as of any day, an amount equal to 20%
of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-2 Maximum Mercedes Amount” means, as of any day, an amount equal to 3%
of the Adjusted Aggregate Asset Amount on such day (or such greater percentage
as may be agreed to by HVF, the Insurer (such consent not to be unreasonably
withheld or delayed) for so long as any Class A Notes are Outstanding, and the
Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency
Condition; provided, that the consent of the Insurer shall not be
required to the extent such percentage is equal to or less than 5%).


 


“Series
2005-2 Maximum Mitsubishi Amount” means, as of any day, an amount equal to
10% of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-2 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an
amount equal to 3% of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-2 Maximum Non-Eligible Vehicle Amount” means, as of any day, an amount
equal to 50% of the Adjusted Aggregate Asset Amount (excluding from the
calculation thereof, to the extent that an Event of Bankruptcy has occurred
with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value
of the HVF Vehicles (other than the Non-Program Vehicles manufactured by any such
Manufacturer as of the date of the occurrence of such Event of Bankruptcy)
manufactured by each such Manufacturer for which an Event of Bankruptcy has
occurred and any amounts related to such HVF Vehicles due from such
Manufacturer).


 


“Series
2005-2 Maximum Subaru Amount” means, as of any day, an amount equal to 5%
of the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-2 Maximum Volvo Amount” means, as of any day, an amount equal to 5% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series
2005-2 Monthly Lease Principal Payment Deficit” means on any Payment Date
an amount equal to the excess, if any, of (a) the aggregate amount of Principal
Collections which pursuant to Section 2.2(a), (b) or (c)
of this Series Supplement would have been deposited into the Series 2005-2
Collection Account if all payments required to have been made under the HVF
Lease from and excluding the preceding Payment Date to and including such
Payment Date were made in full over (b) the aggregate amount of Principal Collections
which pursuant to Section 2.2(a), (b) or (c) of this
Series Supplement have been received for deposit into the Series 2005-2
Collection Account (without giving effect to any amounts deposited into the
Series 2005-2 Accrued Interest Account pursuant to the proviso in Section
2.2(c)(ii) of this Series


 


66

















 


Supplement)
from and excluding the preceding Payment Date to and including such Payment
Date.


 


“Series
2005-2 Non-Ford Letter of Credit” means each Class A Non-Ford Letter of
Credit and each Class B Non-Ford Letter of Credit, as the context may require.


 


“Series
2005-2 Non-Ford Letter of Credit Provider” means each Class A Non-Ford
Letter of Credit Provider and each Class B Non-Ford Letter of Credit Provider,
as the context may require.


 


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


 


“Series
2005-2 Note Owner” means, with respect to a Series 2005-2 Global Note, the
Person who is the beneficial owner of an interest in such Series 2005-2 Global
Note, as reflected on the books of DTC, or on the books of a Person maintaining
an account with DTC (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of DTC).


 


“Series
2005-2 Noteholders” means, collectively, the Class A Noteholders and the
Class B Noteholders.


 


“Series
2005-2 Notes” means, collectively, the Class A Notes and the Class B Notes.


 


“Series
2005-2 Past Due Rent Payment” has the meaning specified in Section
2.2(d) of this Series Supplement.


 


“Series
2005-2 Percentage” means, as of any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Series 2005-2
Principal Amount as of such date and the denominator of which is the Aggregate
Principal Amount as of such date.


 


“Series
2005-2 Principal Allocation” has the meaning specified in Section 2.2
(a)(ii) of this Series Supplement.


 


“Series
2005-2 Principal Amount” means, as of any date of determination, the sum of
the Class A Principal Amount and the Class B Principal Amount, in each case, as
of such date.


 


“Series
2005-2 Rapid Amortization Period” means the period beginning at the close
of business on the Business Day immediately preceding the day on which an
Amortization Event is deemed to have occurred with respect to the Series 2005-2
Notes and ending upon the earlier to occur of (i) the date on which
(A) the Series 2005-2 Notes


 


67

















 


are
fully paid, (B) the Insurer has been paid all Insurer Fees and all Insurer
Reimbursement Amounts then due, (C) each Interest Rate Hedge Provider has
been paid all amounts due and owing to it from HVF under its Series 2005-2
Interest Rate Hedge, and (D) the Series 2005-2 Ford Letter of Credit
Termination Date and (ii) the termination of the Indenture.


 


“Series
2005-2 Rating Agency Condition” means, with respect to the Series 2005-2
Notes and any action, including the issuance of an additional Series of Notes,
that each Rating Agency shall have notified HVF, the Insurer and the Trustee in
writing that such action will not result in a reduction or withdrawal of the
ratings of the Class A Notes (both with and without regard to the Insurance
Policy in effect immediately before the taking of such action) or the Class B Notes.


 


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


 


“Series
2005-2 Required Asset Amount” means, as of any date of determination, the
sum of (i) the Class A Adjusted Principal Amount as of such date and (ii) the
greater of (x) the Class A Required Overcollateralization Amount as of such
date and (y) the sum of (a) the Class B Adjusted Principal Amount as of such
date and (b) the Class B Required Overcollateralization Amount as of such date.


 


“Series
2005-2 Required Asset Amount Percentage” means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Series 2005-2 Required Asset Amount and the denominator of which is the
Aggregate Required Asset Amount as of such date.


 


“Series
2005-2 Required Liquidity Amount” means, as of any date of determination,
an amount equal to the sum of (i) the Class A Required Liquidity Amount and
(ii) the Class B Required Liquidity Amount, in each case on such date.


 


“Series
2005-2 Revolving Period” means the period from and including the Series
2005-2 Closing Date to the earlier of (i) the commencement of the Series 2005-2
Rapid Amortization Period and (ii) the commencement of the Three-Year Notes


 


68

















 


Controlled
Amortization Period; provided that if the Three-Year Notes are paid in
full on or prior to the Three-Year Notes Expected Final Payment Date and the
Insurer has been paid all Insurer Fees and Insurer Reimbursement Amounts due to
the Insurer on such Three-Year Notes Expected Final Payment Date, then the
Series 2005-2 Revolving Period shall recommence and shall also include the
period from and including the Determination Date immediately preceding the
Payment Date on which the Three-Year Notes are paid in full and continue to the
earlier of (i) the commencement of the Four-Year Notes Controlled Amortization
Period and (ii) the commencement of the Series 2005-2 Rapid Amortization
Period; provided that if the Four-Year Notes are paid in full on or
prior to the Four-Year Notes Expected Final Payment Date and the Insurer has
been paid all Insurer Fees and Insurer Reimbursement Amounts due to the Insurer
on such Four-Year Notes Expected Final Payment Date, then the Series 2005-2
Revolving Period shall recommence and shall also include the period from and
including the Determination Date immediately preceding the Payment Date on
which the Four-Year Notes are paid in full and continue to the earlier of (i)
the commencement of the Five-Year Notes Controlled Amortization Period and (ii)
the commencement of the Series 2005-2 Rapid Amortization Period.


 


“Series 2005-2 Series Account Collateral” has the
meaning specified in Section 2.1(d) of this Series Supplement.


 


“Series
2005-2 Series Accounts” has the meaning specified in Section 2.1(a)
of this Series Supplement.


 


“Series
2005-3 Notes” means the Series 2005-3 Variable Funding Rental Car Asset
Backed Notes issued by HVF on the date hereof under that certain Series
Supplement to the Base Indenture, dated as of the date hereof (as amended,
modified, restated or supplemented from time to time in accordance with the
terms thereof), by and between HVF and the Trustee.


 


“Series
2005-4 Notes” means the Series 2005-4 Variable Funding Rental Car Asset
Backed Notes issued by HVF on the date hereof under that certain Series
Supplement to the Base Indenture, dated as of the date hereof (as amended,
modified, restated or supplemented from time to time in accordance with the
terms thereof), by and between HVF and the Trustee.


 


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


 


69

















 


application,
the Fleet Equity Amount would be less than the Required Minimum Fleet Equity
Amount.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Third-Party
Market Value” means, with respect to any HVF Vehicle as of any date of
determination, the market value of such HVF Vehicle as specified in the Related
Month’s published NADA Guide for the model class and model year of such HVF
Vehicle based on the average equipment and the average mileage of each HVF
Vehicle of such model class and model year; provided, that if the NADA
Guide was not published in the Related Month or the NADA Guide is being
published but such HVF Vehicle is not included therein, the Third-Party Market
Value of such HVF Vehicle shall be based on the market value specified in the
Finance Guide for the model class and model year of such HVF Vehicle based on
the average equipment and the average mileage of each HVF Vehicle of such model
class and model year; provided, further, that if the Finance Guide is
being published but such HVF Vehicle is not included therein, the Third-Party
Market Value of such HVF Vehicle shall mean the Net Book Value of such HVF
Vehicle; provided, further, that if the Finance Guide was not published
in the Related Month, the Third-Party Market Value of such HVF Vehicle shall be
based on an


 


70

















 


independent
third-party data source selected by the Servicer and approved by each Rating
Agency that is rating any Series of Notes and, so long as any Class A Notes are
Outstanding, the Insurer (such approval not to be unreasonably withheld or
delayed), at the request of HVF based on the average equipment and average
mileage of each HVF Vehicle of such model class and model year; provided,
further, that if no such third-party data source or methodology shall have been
so approved or any such third-party source or methodology is not available, the
Third-Party Market Value of such HVF Vehicle shall be equal to a reasonable
estimate of the wholesale market value of such Vehicle as determined by the
Servicer, based on the Net Book Value of such Vehicle and any other factors
deemed relevant by the Servicer.


 


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


 


“Three-Year
Notes Controlled Amortization Period” means the period commencing at the
close of business on July 31, 2008 (or, if such day is not a Business Day, the
Business Day immediately preceding such day) and continuing to the earlier of
(i) the commencement of the Series 2005-2 Rapid Amortization Period, and (ii)
the date on which the Three-Year Notes are fully paid.


 


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


 


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


 


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


 


71

















 


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


 


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


 


72

















 


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


 


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


 


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


 


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


 


73

















 


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


 


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


 


ARTICLE II


 


SERIES 2005-2 ALLOCATIONS


 


With
respect to the Series 2005-2 Notes only, the following shall apply:


 


Section 2.1.                                   Series
2005-2 Series Accounts.


 


(a)                                  Establishment
of Series 2005-2 Series Accounts. HVF shall establish and maintain in the
name of the Trustee for the benefit of the Series 2005-2 Noteholders, the
Insurer, Ford and each Interest Rate Hedge Provider three accounts: the Series
2005-2 Collection Account (such account, the “Series 2005-2 Collection
Account”), the Series 2005-2 Accrued Interest Account (such account, the “Series
2005-2 Accrued Interest Account”) and the Series 2005-2 Excess Collection
Account (such account, the “Series 2005-2 Excess Collection Account”
and, together with the Series 2005-2 Collection Account and the Series 2005-2
Accrued Interest Account, the “Series 2005-2 Series Accounts”). Each
Series 2005-2 Series Account shall bear a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 2005-2
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider. Each
Series 2005-2 Series Account shall be an Eligible Deposit Account. If a Series
2005-2 Series Account is at any time no longer an Eligible Deposit Account, HVF
shall, within 10 Business Days of obtaining knowledge that such Series 2005-2
Series Account is no longer an Eligible Deposit Account, establish a new Series
2005-2 Series Account that is an Eligible Deposit Account. If a new Series
2005-2 Series Account is established, HVF shall instruct the Trustee in writing
to transfer all cash and investments from the non-qualifying Series 2005-2
Series Account into the new Series 2005-2 Series Account. Initially, each of
the Series 2005-2 Series Accounts will be established with The Bank of New
York.


 


(b)                                 Administration
of the Series 2005-2 Series Accounts. HVF may instruct (by standing
instructions or otherwise) the institution maintaining each of the Series
2005-2 Series Accounts to invest funds on deposit in such Series 2005-2 Series
Account from time to time in Permitted Investments; provided, however,
that (x) any such investment in the Series 2005-2 Excess Collection Account
shall mature not later than the Business Day following the date on which such
funds were received (including funds received upon a payment in respect of a
Permitted Investment made with funds on deposit in the Series 2005-2 Excess
Collection Account) and (y) any such investment in the Series 2005-2 Collection
Account or the Series 2005-2 Accrued Interest Account


 


74

















 


shall
mature not later than the Business Day prior to the first Payment Date
following the date on which such funds were received (including funds received
upon a payment in respect of a Permitted Investment made with funds on deposit
in the Series 2005-2 Collection Account or Series 2005-2 Accrued Interest
Account), unless any such Permitted Investment is held with the Trustee, then
such investment may mature on such Payment Date so long as such funds shall be
available for withdrawal on or prior to such Payment Date. HVF shall not direct
the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a
loss of the initial purchase price of such Permitted Investment. In the absence
of written investment instructions hereunder, funds on deposit in the Series
2005-2 Series Accounts shall remain uninvested.


 


(c)                                  Earnings
from Series 2005-2 Series Accounts. All interest and earnings (net of
losses and investment expenses) paid on funds on deposit in the Series 2005-2
Series Accounts shall be deemed to be on deposit therein and available for
distribution.


 


(d)                                 Series
2005-2 Series Accounts Constitute Additional Collateral for Series 2005-2 Notes.
In order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer,
Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and
interest in and to the following (whether now or hereafter existing or
acquired):  (i) the Series 2005-2 Series
Accounts, including any security entitlement thereto; (ii) all funds on deposit
therein from time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the Series 2005-2 Series Accounts or
the funds on deposit therein from time to time; (iv) all investments made at
any time and from time to time with monies in the Series 2005-2 Series
Accounts, whether constituting securities, instruments, general intangibles,
investment property, financial assets or other property; (v) all interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for the Series
2005-2 Series Accounts, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing clauses
(i) through (vi) are referred to, collectively, as the “Series
2005-2 Series Account Collateral”).


 


75

















 


Section 2.2.                                   Allocations
with Respect to the Series 2005-2 Notes. The net proceeds from the initial
sale of the Class A Notes will be deposited into the Series 2005-2 Closing
Account on the Series 2005-2 Closing Date. The Administrator will direct the
Trustee in writing pursuant to the Administration Agreement, prior to 4:00 a.m.
(New York City time) on the Series 2005-2 Closing Date, as to the manner in
which to apply all amounts so deposited into the Series 2005-2 Closing Account;
provided that all amounts on deposit in the Series 2005-2 Closing
Account shall be applied in accordance with the priority of payments specified
in Section 2.2(f) of this Series Supplement, as if such funds were on
deposit in the Series 2005-2 Excess Collection Account. The Trustee shall
withdraw any amounts remaining in the Series 2005-2 Closing Account as of 9:30
a.m. on the Series 2005-2 Closing Date and deposit such amounts in the Series
2005-2 Excess Collection Account. The net proceeds from the initial sale of any
Class B Notes on a Series 2005-2 Class B Notes Closing Date will be deposited
into the Series 2005-2 Excess Collection Account. All amounts payable to HVF
under any Series 2005-2 Interest Rate Hedges will be deposited into the Series
2005-2 Collection Account. On each Business Day on which Collections are
deposited into the Collection Account (each such date, a “Series 2005-2
Deposit Date”), the Administrator will direct the Trustee in writing
pursuant to the Administration Agreement to apply from all amounts deposited
into the Collection Account in accordance with the provisions of this Section
2.2:


 


(a)                                  Allocations
of Collections During the Series 2005-2 Revolving Period. During the Series
2005-2 Revolving Period, the Administrator will direct the Trustee in writing
pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City
time) on each Series 2005-2 Deposit Date, to apply from all amounts deposited
into the Collection Account as set forth below:


 


(i)                                     allocate
to and deposit in the Series 2005-2 Collection Account an amount equal to the
sum of (A) the Series 2005-2 Invested Percentage (as of such day) of the
aggregate amount of Interest Collections on such day and (B) any amounts
received by the Trustee in respect of the Series 2005-2 Interest Rate Hedges. All
such amounts deposited into the Series 2005-2 Collection Account shall
thereafter be deposited into the Series 2005-2 Accrued Interest Account; and


 


(ii)                                  allocate
to and deposit in the Series 2005-2 Excess Collection Account (A) an amount
equal to the Series 2005-2 Invested Percentage (as of such day) of the
aggregate amount of Principal Collections on such day and (B) on the Series
2005-2 Closing Date, the net proceeds from the issuance of the Series 2005-2
Notes (for any such day, the “Series 2005-2 Principal Allocation”).


 


(b)                                 Allocations
of Collections During any Series 2005-2 Controlled Amortization Period. During
any Series 2005-2 Controlled Amortization Period, the Administrator will direct
the Trustee in writing pursuant to the Administration Agreement, prior to 1:00
p.m. (New York City time) on each Series 2005-2 Deposit Date, to apply from all
amounts deposited into the Collection Account as set forth below:


 


76

















 


(i)                                     allocate
to and deposit in the Series 2005-2 Collection Account an amount determined as
set forth in Section 2.2(a)(i) above for such day, which amount shall be
thereafter allocated to and deposited in the Series 2005-2 Accrued Interest
Account; and


 


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


 


77

















 


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


 


(c)                                  Allocations
of Collections During the Series 2005-2 Rapid Amortization Period. During
the Series 2005-2 Rapid Amortization Period, the Administrator will direct the
Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m.
(New York City time) on any Series 2005-2 Deposit Date, to apply from all
amounts deposited into the Collection Account as set forth below:


 


(i)                                     allocate
to and deposit in the Series 2005-2 Collection Account an amount determined as
set forth in Section 2.2(a)(i) above for such day, which amount shall be
thereafter allocated to and deposited in the Series 2005-2 Accrued Interest
Account; and


 


(ii)                                  allocate
to and deposit in the Series 2005-2 Collection Account an amount equal to the
Series 2005-2 Principal Allocation for such day, which amount shall be used to
make principal payments (I) on a pro  rata basis in respect of the
Class A Notes until the Class A Notes have been paid in full, (II) once the
Class A Notes have been paid in full, on a pro  rata basis in
respect of the Class B Notes until the Class B Notes have been paid in full,
(III) once the Class B Notes have been paid in full, to Ford, all unpaid Ford
Reimbursement Obligations until Ford has been paid in full, and (IV) once Ford
has been paid in full, only for so long as the Ford LOC Exposure Amount is
greater than zero,


 


78

















 


solely
to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, on a pro  rata
basis to each Interest Rate Hedge Provider all amounts due and owing to it
under its Series 2005-2 Interest Rate Hedge; provided that if on any
Determination Date (A) the Administrator determines that the amount anticipated
to be available from Interest Collections allocable to the Series 2005-2 Notes,
any amounts payable to the Trustee in
respect of any Series 2005-2 Interest Rate Hedges and other amounts available
pursuant to Section 2.3 of this Series Supplement to pay Class A Adjusted
Monthly Interest and the Monthly Hedge Payment on the next succeeding Payment
Date will be less than the sum of the Class A Adjusted Monthly Interest and the
Monthly Hedge Payment for such Payment Date and (B) the Class A Enhancement
Amount is greater than zero, then the Administrator shall direct the Trustee in
writing to withdraw from the Series 2005-2 Collection Account a portion of the
Principal Collections allocated to the Series 2005-2 Notes during the Related
Month equal to the lesser of such insufficiency and the Class A Enhancement
Amount and deposit such amount into the Series 2005-2 Accrued Interest Account
to be treated as Interest Collections on such Payment Date.


 


(d)                                 Past
Due Rental Payments. Notwithstanding the foregoing, if, after the occurrence
of a Series 2005-2 Lease Payment Deficit, the Lessee shall make a payment of
Rent or other amount payable by the Lessee under the HVF Lease on or prior to
the fifth Business Day after the occurrence of such Series 2005-2 Lease Payment
Deficit (a “Past Due Rent Payment”), the Administrator shall direct the
Trustee in writing pursuant to the Administration Agreement to allocate to and
deposit in the Series 2005-2 Collection Account an amount equal to the Series
2005-2 Invested Percentage as of the date of the occurrence of such Series
2005-2 Lease Payment Deficit of the Collections attributable to such Past Due
Rent Payment (the “Series 2005-2 Past Due Rent Payment”). The
Administrator shall instruct the Trustee in writing pursuant to the Administration
Agreement to withdraw from the Series 2005-2 Collection Account and apply the
Series 2005-2 Past Due Rent Payment in the following order:


 


(i)                                     if
the occurrence of the related Series 2005-2 Lease Payment Deficit resulted in a
demand for payment being made under the Insurance Policy, pay to the Insurer an
amount equal to the lesser of (x) the unreimbursed amount of the payment made
by the Insurer under the Insurance Policy in respect of such demand and (y) the
amount of the Series 2005-2 Past Due Rent Payment;


 


(ii)                                  if
the occurrence of the related Series 2005-2 Lease Payment Deficit resulted in
one or more Class A LOC Credit Disbursements being made under the Class A Ford
Letters of Credit, pay to Ford an amount equal to the lesser of (x) the
unreimbursed amount of such Class A LOC Credit Disbursement and (y) the amount
of the Series 2005-2 Past Due Rent Payment remaining after any payment pursuant
to clause (i) above;


 


79

















 


(iii)                               if the occurrence of
such Series 2005-2 Lease Payment Deficit resulted in a withdrawal being made
from the Class A Ford Cash Collateral Account, deposit in the Class A Ford Cash
Collateral Account an amount equal to the lesser of (x) the amount of the
Series 2005-2 Past Due Rent Payment remaining after any payments pursuant to clauses
(i) and (ii) above and (y) the amount withdrawn from the Class A
Ford Cash Collateral Account on account of such Series 2005-2 Lease Payment
Deficit;


 


(iv)                              if
the occurrence of the related Series 2005-2 Lease Payment Deficit resulted in
one or more Class A LOC Credit Disbursements being made under the Class A
Non-Ford Letters of Credit, pay to each Class A Non-Ford Letter of Credit
Provider who made such a Class A LOC Credit Disbursement for application in
accordance with the provisions of the applicable Class A Letter of Credit
Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed
amount of such Class A Non-Ford Letter of Credit Provider’s Class A LOC Credit
Disbursement and (y) such Class A Non-Ford Letter of Credit Provider’s pro rata
share, calculated on the basis of the unreimbursed amount of each such Class A
Non-Ford Letter of Credit Provider’s Class A LOC Credit Disbursement, of the
amount of the Series 2005-2 Past Due Rent Payment remaining after any payment
pursuant to clauses (i) through (iii) above;


 


(v)                                 if
the occurrence of such Series 2005-2 Lease Payment Deficit resulted in a
withdrawal being made from the Class A Non-Ford Cash Collateral Account,
deposit in the Class A Non-Ford Cash Collateral Account an amount equal to the
lesser of (x) the amount of the Series 2005-2 Past Due Rent Payment remaining
after any payments pursuant to clauses (i) through (iv) above and (y) the
amount withdrawn from the Class A Non-Ford Cash Collateral Account on account
of such Series 2005-2 Lease Payment Deficit;


 


(vi)                              if
the occurrence of the related Series 2005-2 Lease Payment Deficit resulted in
one or more Class B LOC Credit Disbursements being made under the Class B Ford
Letters of Credit, pay to Ford an amount equal to the lesser of (x) the
unreimbursed amount of such Class B LOC Credit Disbursement and (y) the amount
of the Series 2005-2 Past Due Rent Payment remaining after any payment pursuant
to clauses (i) through (v) above;


 


(vii)                           if the occurrence of such
Series 2005-2 Lease Payment Deficit resulted in a withdrawal being made from
the Class B Ford Cash Collateral Account, deposit in the Class B Ford Cash
Collateral Account an amount equal to the lesser of (x) the amount of the Series
2005-2 Past Due Rent Payment remaining after any payments pursuant to clauses
(i) through (vi) above and (y) the amount withdrawn from the Class B Ford Cash
Collateral Account on account of such Series 2005-2 Lease Payment Deficit;


 


80

















 


(viii)                        if the occurrence of such
Series 2005-2 Lease Payment Deficit resulted in a withdrawal being made from
the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series
Supplement, deposit in the Class A Reserve Account an amount equal to the
lesser of (x) the amount of the Series 2005-2 Past Due Rent Payment remaining
after any payments pursuant to clauses (i) through (vii)
above and (y) the excess, if any, of the Class A Required Reserve Account
Amount over the Class A Available Reserve Account Amount on such day;


 


(ix)                                if
the occurrence of the related Series 2005-2 Lease Payment Deficit resulted in
one or more Class B LOC Credit Disbursements being made under the Class B
Non-Ford Letters of Credit, pay to each Class B Non-Ford Letter of Credit
Provider who made such a Class B LOC Credit Disbursement for application in
accordance with the provisions of the applicable Class B Letter of Credit
Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed
amount of such Class B Non-Ford Letter of Credit Provider’s Class B LOC Credit
Disbursement and (y) such Class B Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the
unreimbursed amount of each such Class B Non-Ford Letter of Credit Provider’s
Class B LOC Credit Disbursement, of the amount of the Series 2005-2 Past Due
Rent Payment remaining after any payment pursuant to clauses (i) through
(viii) above;


 


(x)                                   if
the occurrence of such Series 2005-2 Lease Payment Deficit resulted in a
withdrawal being made from the Class B Non-Ford Cash Collateral Account,
deposit in the Class B Non-Ford Cash Collateral Account an amount equal to the
lesser of (x) the amount of the Series 2005-2 Past Due Rent Payment remaining
after any payments pursuant to clauses (i) through (ix) above and
(y) the amount withdrawn from the Class B Non-Ford Cash Collateral Account on
account of such Series 2005-2 Lease Payment Deficit;


 


(xi)                                if
the occurrence of such Series 2005-2 Lease Payment Deficit resulted in a
withdrawal being made from the Class B Reserve Account pursuant to Section
2.3(d)(ii) of this Series Supplement, deposit in the Class B Reserve
Account an amount equal to the lesser of (x) the amount of the Series 2005-2
Past Due Rent Payment remaining after any payments pursuant to clauses (i)
through (x) above and (y) the excess, if any, of the Class B Required
Reserve Account Amount over the Class B Available Reserve Account Amount on
such day;


 


(xii)                             deposit into the Series
2005-2 Accrued Interest Account the amount, if any, by which the Series 2005-2
Lease Interest Payment Deficit, if any, relating to such Series 2005-2 Lease
Payment Deficit exceeds the amount of the Series 2005-2 Past Due Rent Payment
applied pursuant to clauses (i) through (xi) above; and


 


81

















 


(xiii)                          deposit into the Series
2005-2 Excess Collection Account and treat as Principal Collections the
remaining amount of the Series 2005-2 Past Due Rent Payment.


 


(e)                                  Amounts
Allocated from Other Series. Amounts allocated to other Series of Notes
that have been reallocated by HVF to the Series 2005-2 Notes (i) during the
Series 2005-2 Revolving Period shall be deposited into the Series 2005-2 Excess
Collection Account and applied in accordance with Section 2.2(f) of this
Series Supplement and (ii) during the Series 2005-2 Controlled Amortization
Period or the Series 2005-2 Rapid Amortization Period shall be deposited into
the Series 2005-2 Collection Account and applied in accordance with Section
2.2(b) or 2.2(c), as the case may be, of this Series Supplement to
make principal payments in respect of the Series 2005-2 Notes, and after the
Series 2005-2 Notes have been paid in full, to pay Ford all unpaid Ford
Reimbursement Obligations and,
only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after
giving effect to such payment the Fleet Equity Condition would be satisfied, to pay each Interest Rate Hedge
Provider all amounts due and owing to it under its Series 2005-2 Interest Rate
Hedge.


 


(f)                                    Series
2005-2 Excess Collection Account. Amounts deposited into the Series 2005-2
Excess Collection Account on any Series 2005-2 Deposit Date will be (i) first,
withdrawn and deposited in the Class A Reserve Account in an amount up to the
excess, if any, of the Class A Required Reserve Account Amount for such date
over the Class A Available Reserve Account Amount for such date, (ii) second,
withdrawn and deposited in the Class B Reserve Account in an amount up to the
excess, if any, of the Class B Required Reserve Account Amount for such date
over the Class B Available Reserve Account Amount for such date, (iii) third,
used to pay the principal amount of other Series of Notes that are then
required to be paid or, at the option of HVF, to pay the principal amount of
other Series of Notes that may be paid under the Indenture, (iv) fourth,
used to pay Ford all unpaid Ford Reimbursement Obligations, (v) fifth,
used to pay each Interest Rate Hedge Provider all amounts due and owing to it
under its Series 2005-2 Interest Rate Hedge and (vi) sixth, any
remaining funds may be released to HVF, in the case of clauses (ii) through (vi), only to the
extent that no Class Enhancement Deficiency or other Amortization Event with
respect to the Series 2005-2 Notes would result therefrom or exist immediately
thereafter and in the case of clauses
(v) and (vi) only for so long as the Ford LOC
Exposure Amount is greater than zero, solely to the extent that after giving
effect to such payment or release
or immediately after such payment or release,
the Fleet Equity Condition would be satisfied. Notwithstanding the foregoing,
on the first day of each Series 2005-2 Controlled Amortization Period and on
the first Business Day of each Related Month during each Series 2005-2
Controlled Amortization Period following the Related Month in which such Series
2005-2 Controlled Amortization Period began, or, if earlier, the first day of
the Series 2005-2 Rapid Amortization Period, all funds on deposit in the Series
2005-2 Excess Collection Account will be withdrawn from the Series 2005-2
Excess Collection Account and deposited into the Series 2005-2 Collection
Account and applied in accordance with Section 2.2(b)(ii) or 2.2(c)(ii),
as the case may be, of this Series Supplement.


 


82

















 


Section 2.3.                                   Application
of Interest Collections.


 


On the
fourth Business Day prior to each Payment Date, as provided below, the
Administrator shall instruct the Trustee in writing pursuant to the
Administration Agreement to withdraw, and on such Payment Date the Trustee,
acting in accordance with such instructions, shall withdraw the amounts
required to be withdrawn from the Series 2005-2 Accrued Interest Account
pursuant to Section 2.3(b) below in respect of all funds available from
any Series 2005-2 Interest Rate Hedges and Interest Collections processed since
the preceding Payment Date and allocated to the holders of the Series 2005-2
Notes.


 


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


 


(b)                                 Note
Interest with respect to the Series 2005-2 Notes. On the fourth Business
Day prior to each Payment Date, the Administrator shall instruct the Trustee in
writing pursuant to the Administration Agreement as to the amount to be
withdrawn from the Series 2005-2 Accrued Interest Account to the extent funds
are anticipated to be available from Interest Collections allocable to the
Series 2005-2 Notes processed from but not including the preceding Payment Date
through the succeeding Payment Date and any amounts payable to HVF under any
Series 2005-2 Interest Rate Hedge during that period in respect of (i) first,
an amount equal to the Class A Monthly Interest for the Series 2005-2 Interest
Period ending on the day preceding such succeeding Payment Date, (ii) second,
an amount equal to the Monthly Hedge Payment, if any, for the next succeeding
Payment Date, (iii) third, an amount equal to the unpaid Class A
Deficiency Amounts, if any, as of the preceding Payment Date (together with any
accrued interest on such Class A Deficiency Amounts), (iv) fourth, an
amount equal to the Insurer Fee for such Series 2005-2 Interest Period plus any
Insurer Reimbursement Amounts then due and owing, (v) fifth, an amount
equal to the Class B Monthly Interest for the Series 2005-2 Interest Period
ending on the day preceding such succeeding Payment Date, and (vi) sixth,
an amount equal to the unpaid Class B Deficiency Amounts, if any, as of the
preceding Payment Date (together with any accrued interest on such Class B
Deficiency Amounts). On or before 10:00 a.m. (New York City time) on the
following Payment Date, the Trustee shall withdraw the amounts described in the
first sentence of this Section 2.3(b) from the Series 2005-2 Accrued
Interest Account and deposit such amounts into the Series 2005-2 Distribution
Account.


 


83

















 


(c)                                  Lease
Payment Deficit Notice. On or before 10:00 a.m. (New York City time) on
each Payment Date, the Administrator shall notify the Trustee of the amount of
any Series 2005-2 Lease Payment Deficit, such notification to be in the form of
Exhibit C to this Series Supplement (each a “Lease Payment Deficit
Notice”).


 


(d)                                 (i)                                     Withdrawals
from the Class A Reserve Account. If the Administrator determines on
any Payment Date that the amounts available from the Series 2005-2 Accrued
Interest Account are insufficient to pay the sum of the amounts described in clauses
(i), (ii), (iii) and (iv) of Section 2.3(b)
of this Series Supplement on such Payment Date, the Administrator shall
instruct the Trustee in writing to withdraw from the Class A Reserve Account
and deposit in the Series 2005-2 Distribution Account on such Payment Date an
amount equal to the lesser of the Class A Available Reserve Account Amount and
such insufficiency. The Trustee shall withdraw such amount from the Class A
Reserve Account and deposit such amount in the Series 2005-2 Distribution
Account. During the continuance of an Insurer Default, no amounts in respect of
the Insurer Fee shall be withdrawn from the Class A Reserve Account.


 


(ii)                          Withdrawals
from the Class B Reserve Account. If the Administrator determines on any
Payment Date that the amounts available from the Series 2005-2 Accrued Interest
Account are insufficient to pay the sum of the amounts described in clauses
(i) through (vi) of Section 2.3(b) of this Series
Supplement on such Payment Date, the Administrator shall instruct the Trustee
in writing to withdraw from the Class B Reserve Account and deposit in the
Series 2005-2 Distribution Account on such Payment Date an amount equal to the
lesser of the Class B Available Reserve Account Amount and the lesser of (I)
such insufficiency and (II) the amounts described in clauses (v) and (vi)
of Section 2.3(b) of this Series Supplement. The Trustee shall withdraw
such amount from the Class B Reserve Account and deposit such amount in the
Series 2005-2 Distribution Account, solely for payment to the Class B
Noteholders in respect of amounts due and owing to them pursuant to clauses
(v) and (vi) of Section 2.3(b) of this Series Supplement.


 


(e)                                  Draws
on Series 2005-2 Letters of Credit. (I) (X) If the Administrator
determines on any Payment Date that there exists a Series 2005-2 Lease Interest
Payment Deficit, the Administrator shall instruct the Trustee in writing to
draw on the Class A Non-Ford Letters of Credit, if any, and, upon receipt of
such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on
such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an
amount, as set forth in such notice, equal to the least of (i) such Series
2005-2 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of
the amounts described in clauses  (i), (ii), (iii)
and (iv) of Section 2.3(b) of this Series Supplement on such
Payment Date over the amounts available from the Series 2005-2 Accrued Interest
Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section
2.3(d)(i) of this Series Supplement on such Payment Date and (iii) the
Class A Non-Ford Letter of Credit Liquidity Amount on the Class A Non-Ford
Letters of Credit by presenting to each Class A Letter of Credit Provider a
draft accompanied by a Class A Certificate of Credit Demand and shall cause the
Class A LOC Credit Disbursements to be deposited in the


 


84

















 


Series
2005-2 Distribution Account on such Payment Date; provided, howeverthat if the Class A Non-Ford Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Class A Non-Ford Cash
Collateral Account and deposit in the Series 2005-2 Distribution Account an
amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral
Percentage on such Payment Date of the least of the amounts described in clauses
(i), (ii) or (iii) above and (y) the Class A Available
Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount
equal to the remainder of such amount on the Class A Non-Ford Letters of Credit.
During the continuance of an Insurer Default, no amounts in respect of the
Insurer Fee shall be drawn on the Class A Non-Ford Letters of Credit or
withdrawn from the Class A Non-Ford Cash Collateral Account.


 


(Y)  If the
Administrator determines on any Payment Date that the sum of the amounts
described in clauses (i), (ii), (iii) and (iv) of Section
2.3(b)  of this
Series Supplement on such Payment Date exceeds the amounts available
from the Series 2005-2 Accrued Interest Account plus the amount withdrawn from
the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series
Supplement on such Payment Date plus the amounts to be drawn on the Class A
Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash
Collateral Account) pursuant to clause (X) above on such Payment Date,
the Administrator shall instruct the Trustee in writing to draw on the Class A
Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee
on or prior to 10:30 a.m. (New York City time) on such Payment Date, the
Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an
amount, as set forth in such notice, equal to the lesser of (i) the excess, if
any, of the sum of the amounts described in clauses (i), (ii), (iii)
and (iv) of Section 2.3(b) of this Series Supplement on such
Payment Date over the amounts available from the Series 2005-2 Accrued Interest
Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section
2.3(d)(i) of this Series Supplement on such Payment Date plus the amounts
to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from
the Class A Non-Ford Cash Collateral Account) pursuant to clause (X)
above on such Payment Date and (ii) the Class A Ford Letter of Credit Liquidity
Amount on the Class A Ford Letters of Credit by presenting to each Class A Ford
Letter of Credit Provider a draft accompanied by a Class A Certificate of
Credit Demand and shall cause the Class A LOC Credit Disbursements to be
deposited in the Series 2005-2 Distribution Account on such Payment Date; provided,
however that if the Class A Ford Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Class A Ford Cash
Collateral Account and deposit in the Series 2005-2 Distribution Account an
amount equal to the lesser of (x) the Class A Ford Cash Collateral Percentage
on such Payment Date of the lesser of
the amounts described in clauses (i) and (ii) above and (y) the
Class A Available Ford Cash Collateral Account Amount on such Payment Date and
draw an amount equal to the remainder of such amount on the Class A Ford
Letters of Credit. During the continuance of an Insurer Default, no amounts in
respect of the Insurer Fee shall be drawn on the Class A Ford Letters of Credit
or withdrawn from the Class A Ford Cash Collateral Account.


 


85

















 


(II)  (X) If the Administrator determines on
any Payment Date that there exists a Series 2005-2 Lease Interest Payment
Deficit, the Administrator shall instruct the Trustee in writing to draw on the
Class B Non-Ford Letters of Credit, if any, and, upon receipt of such notice by
the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment
Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment
Date draw an amount, as set forth in such notice, equal to the least of (i) the
excess, if any, of such Series 2005-2 Lease Interest Payment Deficit over the
sum of the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or
withdrawn from the Class A Non-Ford Cash Collateral Accounts), (ii) the lesser
of (A) the excess, if any, of the sum of the amounts described in clauses
(i) through (vi) of Section 2.3(b) of this Series Supplement
on such Payment Date over the
sum of the amounts available from the Series 2005-2 Accrued Interest
Account plus the sum of the amount
withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i)
of this Series Supplement and the amount withdrawn from the Class B Reserve
Account pursuant to Section 2.3(d)(ii) of this Series Supplement on such
Payment Date plus the amounts to be drawn on the Class A Letters of Credit
(and/or withdrawn from the
Class A Cash Collateral Accounts) pursuant to Section 2.3(e)(I) of this Series
Supplement on such Payment Date and (B) the sum of the amounts described in clauses
(v) and (vi) of Section 2.3(b) of this Series Supplement and
(iii) the Class B Non-Ford Letter of Credit Liquidity Amount on the Class B
Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of
Credit Provider a draft accompanied by a Class B Certificate of Credit Demand
and shall cause the Class B LOC Credit Disbursements to be deposited in the
Series 2005-2 Distribution Account on such Payment Date, solely for payment to
the Class B Noteholders in respect of amounts due and owing to them pursuant to
clauses (v) and (vi) of Section 2.3(b) of this Series
Supplement; provided, however that if the Class B Non-Ford Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Class B Non-Ford Cash Collateral Account and deposit in the Series
2005-2 Distribution Account an amount equal to the lesser of (x) the Class B
Non-Ford Cash Collateral Percentage on such Payment Date of the least of the amounts
described in clauses (i), (ii) or (iii) above and (y) the
Class B Available Cash Collateral Account Amount on such Payment Date and draw
an amount equal to the remainder of such amount on the Class B Non-Ford Letters
of Credit.


 


(Y)  If the Administrator determines on any
Payment Date that the sum of the amounts described in clauses (i)
through (vi) of Section 2.3(b) of this Series Supplement on such
Payment Date exceeds the sum of the amounts available from the Series 2005-2
Accrued Interest Account plus the sum of the amount withdrawn from the Class A
Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement
and the amount withdrawn from the Class B Reserve Account pursuant to Section
2.3(d)(ii) of this Series Supplement and the amounts to be drawn on the
Class B Non-Ford Letters of Credit (and/or withdrawn from the Class B Non-Ford
Cash Collateral Account) pursuant to clause (X) above on such Payment
Date plus the
amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash
Collateral Accounts) pursuant to Section 2.3(e)(I) of this Series Supplement on
such Payment Date, the Administrator shall instruct the Trustee in writing to
draw on the Class B Ford Letters of Credit, if any,


 


86

















 


and,
upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York
City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York
City time) on such Payment Date draw an amount, as set forth in such notice,
equal to the lesser of (i) the lesser of (A) the excess, if any, of the sum of
the amounts described in clauses (i) through (vi) of Section
2.3(b) of this Series Supplement on such Payment Date over the sum of the amounts available from
the Series 2005-2 Accrued Interest Account plus the sum of the amount withdrawn
from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this
Series Supplement and the amount withdrawn from the Class B Reserve Account
pursuant to Section 2.3(d)(ii) of this Series Supplement and the amounts
to be drawn on the Class B Non-Ford Letters of Credit (and/or withdrawn from
the Class B Non-Ford Cash Collateral Account) pursuant to clause (X)
above on such Payment Date plus the amounts to be drawn on the Class A Letters
of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant
to Section 2.3(e)(I) of this Series Supplement on such Payment Date and
(B) the sum of the amounts described in clauses (v) and (vi) of Section
2.3(b) of this Series Supplement and (ii) the Class B Ford Letter of Credit
Liquidity Amount on the Class B Ford Letters of Credit by presenting to each
Class B Ford Letter of Credit Provider a draft accompanied by a Class B
Certificate of Credit Demand and shall cause the Class B LOC Credit
Disbursements to be deposited in the Series 2005-2 Distribution Account on such
Payment Date, solely for payment to the Class B Noteholders in respect of
amounts due and owing to them pursuant to clauses (v) and (vi) of
Section 2.3(b) of this Series Supplement; provided, however that if the Class B Ford Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Class B Ford Cash Collateral Account and deposit in the Series 2005-2
Distribution Account an amount equal to the lesser of (x) the Class B Ford Cash
Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii)
above and (y) the Class B Available Ford
Cash Collateral Account Amount on such Payment Date and draw an amount equal to
the remainder of such amount on the Class B Ford Letters of Credit.


 


(f)                                    Insurance
Policy. (I)  If the Administrator
determines on the second Business Day prior to any Payment Date that the Series
2005-2 Lease Interest Payment Deficit from the preceding Payment Date, if any,
remains unpaid and the Class A Liquidity Amount on such date of determination
is insufficient to pay the Class A Adjusted Monthly Interest due on the
upcoming Payment Date, the Administrator shall certify such insufficiency to
the Trustee and shall instruct the Trustee in writing to certify such
insufficiency to the Insurer and, upon receipt of such notice by the Trustee on
or prior to 11:00 a.m. (New York City time) on the second Business Day
preceding such Payment Date, the Trustee shall, by 12:00 noon (New York City
time) on the second Business Day preceding such Payment Date, certify such
insufficiency to the Insurer.


 


(II)  If the Administrator determines on any
Payment Date that the sum of the amounts available from the Series 2005-2
Accrued Interest Account plus the amount available under the Series 2005-2
Interest Rate Hedge plus the amount, if any, to be withdrawn from the Class A
Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement
plus the amount, if any, to be drawn under the Class A Letters of


 


87

















 


Credit
and/or withdrawn from the Class A Cash Collateral Accounts pursuant to Section
2.3(e)(I) of this Series Supplement plus the amount, if any, deposited in
the Series 2005-2 Distribution Account pursuant to Section 2.3(f)(I) of
this Series Supplement is insufficient to pay the amounts set forth under clause
(a) and clause (b)(i) of the Class A Adjusted Monthly Interest
definition for such Payment Date, the Administrator shall instruct the Trustee
in writing to make a demand on the Insurance Policy and, upon receipt of such
notice by the Trustee on or prior to 11:00 a.m. (New York City time) on such
Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such
Payment Date, make a demand on the Insurance Policy in an amount equal to such
insufficiency in accordance with the terms thereof and shall cause the proceeds
thereof to be deposited in the Series 2005-2 Distribution Account.


 


(g)                                 Deficiency
Amounts. If the amounts described in Sections 2.3(b), (c), (d),
(e) and (f) of this Series Supplement are insufficient to pay (i)
the Class A Adjusted Monthly Interest for any Payment Date, payments of
interest to the Class A Noteholders will be reduced on a pro  rata
basis by the amount of such deficiency or (ii) the Class B Monthly Interest for
any Payment Date, payments of interest to the Class B Noteholders will be
reduced on a pro  rata basis by the amount of such deficiency. The
aggregate amount, if any, of such deficiency on any Payment Date allocable to
the Class A-1 Notes shall be referred to as the “Class A-1 Deficiency Amount”,
the aggregate amount, if any, of such deficiency on any Payment Date allocable
to the Class A-2 Notes shall be referred to as the “Class A-2 Deficiency
Amount”, the aggregate amount, if any, of such deficiency on any Payment
Date allocable to the Class A-3 Notes shall be referred to as the “Class A-3
Deficiency Amount”, the aggregate amount, if any, of such deficiency on any
Payment Date allocable to the Class A-4 Notes shall be referred to as the “Class
A-4 Deficiency Amount”, the aggregate amount, if any, of such deficiency on
any Payment Date allocable to the Class A-5 Notes shall be referred to as the “Class
A-5 Deficiency Amount”, the aggregate amount, if any, of such deficiency on
any Payment Date allocable to the Class A-6 Notes shall be referred to as the “Class
A-6 Deficiency Amount”, the aggregate amount, if any, of such deficiency on
any Payment Date allocable to the Class B-1 Notes shall be referred to as the “Class
B-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on
any Payment Date allocable to the Class B-2 Notes shall be referred to as the “Class
B-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on
any Payment Date allocable to the Class B-3 Notes shall be referred to as the “Class
B-3 Deficiency Amount”, the aggregate amount, if any, of such deficiency on
any Payment Date allocable to the Class B-4 Notes shall be referred to as the “Class
B-4 Deficiency Amount”, the aggregate amount, if any, of such deficiency on
any Payment Date allocable to the Class B-5 Notes shall be referred to as the “Class
B-5 Deficiency Amount” and the aggregate amount, if any, of such deficiency
on any Payment Date allocable to the Class B-6 Notes shall be referred to as
the “Class B-6 Deficiency Amount”. Interest shall accrue on the
Deficiency Amount for each Class of Series 2005-2 Notes at the applicable
Series 2005-2 Note Rate.


 


88

















 


(h)                                 Balance.
On the fourth Business Day prior to each Payment Date, the Administrator shall
instruct the Trustee in writing pursuant to the Administration Agreement to
pay, on such Payment Date, the balance (after making the payments required in Section
2.4 of this Series Supplement), if any, of the amounts available from the
Series 2005-2 Accrued Interest Account plus the amount, if any, withdrawn from
the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series
Supplement plus the amount, if any, withdrawn from the Class B Reserve Account
pursuant to Section 2.3(d)(ii) of this Series Supplement plus the
amount, if any, drawn under the Class A Letters of Credit and/or withdrawn from
the Class A Cash Collateral Accounts pursuant to Section 2.3(e)(I) of
this Series Supplement plus the amount, if any, drawn under the Class B Letters
of Credit and/or withdrawn from the Class B Cash Collateral Accounts pursuant
to Section 2.3 (e)(II) of this Series Supplement as follows:


 


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


 


(ii)                                  second,
to the Insurer, in an amount equal to the sum of (x) the Insurer Fee for the
Series 2005-2 Interest Period ending on the day preceding such Payment Date and
(y) any other Insurer Reimbursement Amounts then due and payable to the Insurer
(excluding therefrom any amounts included in Class A Monthly Interest for such
Series 2005-2 Interest Period), provided
that during the continuance of an Insurer Default, no amounts in respect of the
Insurer Fee shall be paid with the proceeds of a draw on a Series 2005-2
Letters of Credit or a withdrawal from a Series 2005-2 Cash Collateral Account;


 


(iii)                               third, to the
Administrator, in an amount equal to the Series 2005-2 Percentage as of the
beginning of the Series 2005-2 Interest Period ending on the day preceding such
Payment Date of the Monthly Administration Fee for such Series 2005-2 Interest
Period;


 


(iv)                              fourth,
to the Trustee, in an amount equal to the Series 2005-2 Percentage as of the
beginning of the Series 2005-2 Interest Period ending on the day preceding such
Payment Date of the Trustee’s fees for such Series 2005-2 Interest Period;


 


(v)                                 fifth, on
a pro  rata basis, (x) to each Interest Rate Hedge Provider, in an
amount equal to any remaining amounts due and owing to such Interest Rate Hedge
Provider and (y) to pay any Indenture Carrying Charges (other than Indenture
Carrying Charges provided for above and in the preceding clause (x)) to
the Persons to whom such amounts are owed, in an amount equal to the Series
2005-2 Percentage as of the beginning of the Series 2005-2 Interest Period
ending on the day preceding such Payment Date of such Indenture Carrying
Charges (other than Indenture Carrying Charges provided for above) for such
Series 2005-2 Interest Period; and


 


89

















 


(vi)                              sixth,
the balance, if any, shall be withdrawn from the Series 2005-2 Accrued Interest
Account by the Trustee and (A) during the Series 2005-2 Revolving Period,
deposited into the Series 2005-2 Excess Collection Account or (B) during the
Series 2005-2 Controlled Amortization Period or the Series 2005-2 Rapid
Amortization Period, deposited into the Series 2005-2 Collection Account and
treated as Principal Collections.


 


(i)                                     Trustee
Fees. If, on any Payment Date after the occurrence and during the
continuance of a Liquidation Event of Default or a Series 2005-2 Limited
Liquidation Event of Default, (x) the funds available to pay the Trustee fees
pursuant to Section 2.3(h)(iv) of this Series Supplement on such Payment
Date are less than the amount payable to the Trustee thereunder on such Payment
Date or (y) the funds available to pay the portion of the Indenture Carrying
Charges payable to the Trustee pursuant to Section 2.3(h)(v) of this
Series Supplement on such Payment Date are less than the amount payable to the
Trustee thereunder on such Payment Date, the Administrator shall instruct the
Trustee in writing to withdraw from (I) the Class A Reserve Account and pay to
itself on such Payment Date an amount equal to the least of (A) the Class A
Available Reserve Account Amount on such Payment Date (after giving effect to
any deposits thereto and withdrawals and releases therefrom on such date),
(B) the Class A Percentage of an amount equal to the excess, if any, of
(i) the Class A Percentage of 0.70%
of the Series 2005-2 Required Asset Amount as of the date of the occurrence of
such Liquidation Event of Default or Series 2005-2 Limited Liquidation Event of
Default over (ii) the aggregate of the amounts previously withdrawn from the
Class A Reserve Account under this Section 2.3(i)(I) in respect of fees
and other amounts due and owing to the Trustee and (C) the Class A Percentage
of such insufficiency and (II) the Class B Reserve Account and pay to itself on
such Payment Date an amount equal to the least of (A) the Class B Available
Reserve Account Amount on such Payment Date (after giving effect to all other
withdrawals therefrom pursuant to this Series Supplement on such Payment Date),
(B) the Class B Percentage of an amount equal to the excess, if any, of (i) the
Class B Percentage of 0.70% of
the Series 2005-2 Required Asset Amount as of the date of the occurrence of
such Liquidation Event of Default or Series 2005-2 Limited Liquidation Event of
Default over (ii) the aggregate of the amounts previously withdrawn from the
Class B Reserve Account under this Section 2.3(i)(II) in respect of fees
and other amounts due and owing to the Trustee and (C) the Class B Percentage
of such insufficiency. The Trustee shall withdraw such amounts from the Class A
Reserve Account and the Class B Reserve Account and pay or reimburse itself.


 


(j)                                     Listing
Information Requirement. Until the Administrator shall give the Trustee
written notice that the Class A-1 Notes are not listed on the Luxembourg Stock
Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the
Class A-1 Note Rate for the next succeeding Series 2005-2 Interest Period, the
number of days in such Series 2005-2 Interest Period, the Payment Date for such
Series 2005-2 Interest Period and the amount of interest payable on the Class
A-1 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent
in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m.
(London time) on the Business Day immediately


 


90

















 


following
each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if,
based solely on the information contained in the Monthly Noteholders’
Statement, the amount of interest to be paid on the Class A-1 Notes on any
Payment Date is less than the amount payable thereon on such Payment Date, the
amount of such deficit and the amount of interest that will accrue on such
deficit during the next succeeding Series 2005-2 Interest Period by the
Business Day prior to such Payment Date. So long as the Class A-1 Notes are
listed on the Luxembourg Stock Exchange and the rules of that stock exchange so
require, notices to Class A-1 Noteholders will be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be the
Luxemburger Wort), it being understood
that the term “notices” as it is used in this clause shall not include
communications of the Class A-1 Note Rate. Upon HVF’s request, and at HVF’s
expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such
notice. Until the Administrator shall give the Trustee written notice that the
Class A-3 Notes are not listed on the Luxembourg Stock Exchange, the Trustee
shall, or shall instruct the Paying Agent to, cause the Class A-3 Note Rate for
the next succeeding Series 2005-2 Interest Period, the number of days in such
Series 2005-2 Interest Period, the Payment Date for such Series 2005-2 Interest
Period and the amount of interest payable on the Class A-3 Notes on such
Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and
the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the
Business Day immediately following each LIBOR Determination Date and (B) notify
the Luxembourg Stock Exchange if, based solely on the information contained in
the Monthly Noteholders’ Statement, the amount of interest to be paid on the
Class A-3 Notes on any Payment Date is less than the amount payable thereon on
such Payment Date, the amount of such deficit and the amount of interest that
will accrue on such deficit during the next succeeding Series 2005-2 Interest
Period by the Business Day prior to such Payment Date. So long as the Class A-3
Notes are listed on the Luxembourg Stock Exchange and the rules of that stock
exchange so require, notices to Class A-3 Noteholders will be published in a
leading newspaper having general circulation in Luxembourg (which is expected
to be the Luxemburger Wort), it being understood
that the term “notices” as it is used in this clause shall not include
communications of the Class A-3 Note Rate. Upon HVF’s request, and at HVF’s
expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such
notice. Until the Administrator shall give the Trustee written notice that the
Class A-5 Notes are not listed on the Luxembourg Stock Exchange, the Trustee
shall, or shall instruct the Paying Agent to, cause the Class A-5 Note Rate for
the next succeeding Series 2005-2 Interest Period, the number of days in such
Series 2005-2 Interest Period, the Payment Date for such Series 2005-2 Interest
Period and the amount of interest payable on the Class A-5 Notes on such
Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and
the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the
Business Day immediately following each LIBOR Determination Date and (B) notify
the Luxembourg Stock Exchange if, based solely on the information contained in
the Monthly Noteholders’ Statement, the amount of interest to be paid on the
Class A-5 Notes on any Payment Date is less than the amount payable thereon on
such Payment Date, the amount of such deficit and the amount of interest that
will accrue on such deficit during the next succeeding


 


91

















 


Series
2005-2 Interest Period by the Business Day prior to such Payment Date. So long
as the Class A-5 Notes are listed on the Luxembourg Stock Exchange and the
rules of that stock exchange so require, notices to Class A-5 Noteholders will
be published in a leading newspaper having general circulation in Luxembourg
(which is expected to be the Luxemburger Wort),
it being understood that the term “notices” as it is used in this clause shall
not include communications of the Class A-5 Note Rate. Upon HVF’s request, and
at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to
publish such notice.


 


Until
the Administrator shall give the Trustee written notice that the Class B-1
Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or
shall instruct the Paying Agent to, cause the Class B-1 Note Rate for the next
succeeding Series 2005-2 Interest Period, the number of days in such Series
2005-2 Interest Period, the Payment Date for such Series 2005-2 Interest Period
and the amount of interest payable on the Class B-1 Notes on such Payment Date
to be (A) communicated to DTC, the Paying Agent in Luxembourg and the
Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the
Business Day immediately following each LIBOR Determination Date and (B) notify
the Luxembourg Stock Exchange if, based solely on the information contained in
the Monthly Noteholders’ Statement, the amount of interest to be paid on the
Class B-1 Notes on any Payment Date is less than the amount payable thereon on
such Payment Date, the amount of such deficit and the amount of interest that
will accrue on such deficit during the next succeeding Series 2005-2 Interest
Period by the Business Day prior to such Payment Date. So long as the Class B-1
Notes are listed on the Luxembourg Stock Exchange and the rules of that stock
exchange so require, notices to Class B-1 Noteholders will be published in a
leading newspaper having general circulation in Luxembourg (which is expected
to be the Luxemburger Wort), it being understood
that the term “notices” as it is used in this clause shall not include
communications of the Class B-1 Note Rate. Upon HVF’s request, and at HVF’s
expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such
notice. Until the Administrator shall give the Trustee written notice that the
Class B-3 Notes are not listed on the Luxembourg Stock Exchange, the Trustee
shall, or shall instruct the Paying Agent to, cause the Class B-3 Note Rate for
the next succeeding Series 2005-2 Interest Period, the number of days in such
Series 2005-2 Interest Period, the Payment Date for such Series 2005-2 Interest
Period and the amount of interest payable on the Class B-3 Notes on such
Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and
the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the
Business Day immediately following each LIBOR Determination Date and (B) notify
the Luxembourg Stock Exchange if, based solely on the information contained in
the Monthly Noteholders’ Statement, the amount of interest to be paid on the
Class B-3 Notes on any Payment Date is less than the amount payable thereon on
such Payment Date, the amount of such deficit and the amount of interest that
will accrue on such deficit during the next succeeding Series 2005-2 Interest
Period by the Business Day prior to such Payment Date. So long as the Class B-3
Notes are listed on the Luxembourg Stock Exchange and the rules of that stock
exchange so require, notices to Class B-3 Noteholders will be published in a
leading newspaper having general


 


92

















 


circulation
in Luxembourg (which is expected to be the Luxemburger Wort),
it being understood that the term “notices” as it is used in this clause shall
not include communications of the Class B-3 Note Rate. Upon HVF’s request, and
at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to
publish such notice. Until the Administrator shall give the Trustee written
notice that the Class B-5 Notes are not listed on the Luxembourg Stock
Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the
Class B-5 Note Rate for the next succeeding Series 2005-2 Interest Period, the
number of days in such Series 2005-2 Interest Period, the Payment Date for such
Series 2005-2 Interest Period and the amount of interest payable on the Class
B-5 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent
in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m.
(London time) on the Business Day immediately following each LIBOR
Determination Date and (B) notify the Luxembourg Stock Exchange if, based
solely on the information contained in the Monthly Noteholders’ Statement, the
amount of interest to be paid on the Class B-5 Notes on any Payment Date is
less than the amount payable thereon on such Payment Date, the amount of such
deficit and the amount of interest that will accrue on such deficit during the
next succeeding Series 2005-2 Interest Period by the Business Day prior to such
Payment Date. So long as the Class B-5 Notes are listed on the Luxembourg Stock
Exchange and the rules of that stock exchange so require, notices to Class B-5
Noteholders will be published in a leading newspaper having general circulation
in Luxembourg (which is expected to be the Luxemburger Wort),
it being understood that the term “notices” as it is used in this clause shall
not include communications of the Class B-5 Note Rate. Upon HVF’s request, and
at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to
publish such notice.


 


Section 2.4.                                   Payment
of Note Interest.


 


On
each Payment Date, the Trustee shall, in accordance with Section 6.1 of
the Base Indenture, pay to the Series 2005-2 Noteholders from the Series 2005-2
Distribution Account the amount deposited in the Series 2005-2 Distribution
Account for the payment of interest pursuant to Section 2.3 of this
Series Supplement.


 


Section 2.5.                                   Payment
of Note Principal.


 


(a)                                  Monthly
Payments During Series 2005-2 Controlled Amortization Period or Series 2005-2
Rapid Amortization Period. Commencing on the second Determination Date
during the Three-Year Notes Controlled Amortization Period or the first
Determination Date after the commencement of the Series 2005-2 Rapid
Amortization Period and on each Determination Date thereafter, the
Administrator shall instruct the Trustee in writing pursuant to the
Administration Agreement as to (v) the amount allocated to the Series 2005-2
Notes of each Class during the Related Month pursuant to Section 2.2(b)(ii)
or (c)(ii) of this Series Supplement, as the case may be, (w) any
amounts to be withdrawn from the Class A Reserve Account and the Class B
Reserve Account and deposited into the Series 2005-2 Distribution Account, (x)
any amounts to be drawn on the Series 2005-2 Letters of Credit (and/or
withdrawn from the Series 2005-2 Cash Collateral Accounts), (y) the amount of
proceeds received in respect


 


93

















 


of
a demand made under the Series 2005-2 Demand Note and (z) the amount of any
demand on the Insurance Policy in accordance with the terms thereof. On the
Payment Date following each such Determination Date, the Trustee shall withdraw
the amount allocated to the Series 2005-2 Notes of each Class during the
Related Month pursuant to Section 2.2(b)(ii) or (c)(ii) of this
Series Supplement, as the case may be, from the Series 2005-2 Collection
Account and deposit such amount together with the proceeds of any demand made
on the Series 2005-2 Demand Note received during the period from and excluding
the immediately preceding Payment Date to and including such Payment Date into
the Series 2005-2 Distribution Account, which amount shall be paid (i) first,
to the Class A Noteholders holding Class A Notes to which amounts have been so
allocated, (ii) second, once all amounts due to such Class A
Noteholders on such Payment Date have been paid in full, to the Class B
Noteholders holding Class B Notes to which amounts have been so allocated,
(iii) third, once the Series 2005-2 Notes have been paid in full, to
Ford all unpaid Ford Reimbursement Obligations and (iv) fourth, once all
amounts due and owing to Ford under the immediately preceding clause have been
paid in full, only for
so long as the Ford LOC Exposure Amount is greater than zero, solely to the
extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to
each Interest Rate Hedge Provider to which amounts have been allocated; provided,
however, that with respect to the Three-Year Notes Legal Final Payment
Date and the Four-Year Notes Legal Final Payment Date, the Trustee shall
withdraw from the Series 2005-2 Collection Account an amount which is no
greater than the amounts due and owing pursuant to clauses (i) and (ii)
of this Section 2.5(a) on such Payment Date; provided, further,
however, that with respect to the Five-Year Notes Legal Final Payment
Date, the Trustee shall withdraw from the Series 2005-2 Collection Account an
amount which is no greater than the amounts due and owing pursuant to clauses
(i) through (iv) of this Section 2.5(a) on such Payment Date.


 


(b)                                 Principal
Deficit Amount. If the Principal Deficit Amount is greater than zero on any
date, the Administrator shall promptly provide written notice thereof to the
Insurer and the Trustee. On each Payment Date on which the Principal Deficit
Amount is greater than zero, amounts shall be transferred to the Series 2005-2
Distribution Account as follows:


 


(i)                                     (A)  Class B Reserve Account Withdrawal. On
each Payment Date on which the Principal Deficit Amount is greater than zero,
the Administrator shall instruct the Trustee in writing prior to 12:00 noon
(New York City time) on such Payment Date, in the case of a Principal Deficit
Amount resulting from a Series 2005-2 Lease Payment Deficit, or prior to 12:00
noon (New York City time) on the second Business Day prior to such Payment
Date, in the case of any other Principal Deficit Amount, to withdraw from the
Class B Reserve Account, an amount equal to the sum of (I) the lesser of such
Principal Deficit Amount and the Class B Liquidity Surplus on such Payment Date
(after giving effect to any withdrawals from the Class B Reserve Account on
such Payment Date pursuant to Section 2.3(d)(ii) of this Series
Supplement and any draws under the Class B Letters of Credit pursuant to
Section 2.3(e)(II) of this 


 


94

















 


Series
Supplement) and (II) the lesser of (x) the excess, if any, of such Principal
Deficit Amount on such Payment Date (after giving effect to any withdrawals
from the Class B Reserve Account on such Payment Date pursuant to clause (I)
above) over the Class A Liquidity Surplus on such Payment Date (after giving
effect to any withdrawals from the Class A Reserve Account on such Payment Date
pursuant to Section 2.3(d)(i) of this Series Supplement and the amounts to be drawn under the Class
A Letters of Credit pursuant to Section 2.3(e)(I) of this Series
Supplement) and (y) the Class B Available Reserve Account Amount on such
Payment Date (after giving effect to any withdrawals from the Class B Reserve
Account on such Payment Date pursuant to Section 2.3(d)(ii) of this
Series Supplement and pursuant to clause (I) above), and deposit such
withdrawal in the Series 2005-2 Distribution Account on such Payment Date.


 


(B)                                Class
A Reserve Account Withdrawal. On each Payment Date on which the Principal
Deficit Amount is greater than zero, the Administrator shall instruct the
Trustee in writing prior to 12:00 noon (New York City time) on such Payment
Date, in the case of a Principal Deficit Amount resulting from a Series 2005-2
Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the
second Business Day prior to such Payment Date, in the case of any other
Principal Deficit Amount, to withdraw from the Class A Reserve Account, an
amount equal to the sum of (I) the lesser of such Principal Deficit Amount
(after giving effect to any withdrawals from the Class B Reserve Account on
such Payment Date pursuant to Section 2.5(b)(i)(A) of this Series
Supplement) and the Class A Liquidity Surplus on such Payment Date (after
giving effect to any withdrawals from the Class A Reserve Account on such
Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and
the amounts to be drawn under
the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this
Series Supplement) and (II) the lesser of (x) such Principal Deficit Amount
(after giving effect to any withdrawals from the Class B Reserve Account on
such Payment Date pursuant to Section 2.5(b)(i)(A) of this Series
Supplement and any withdrawals from
the Class A Reserve Account pursuant to clause (I) above) on such
Payment Date and (y) the Class A Available Reserve Account Amount on such
Payment Date (after giving effect to any withdrawals from the Class A Reserve
Account on such Payment Date pursuant to Section 2.3(d)(i) of this
Series Supplement and pursuant to clause (I) above), and deposit such
withdrawal in the Series 2005-2 Distribution Account on such Payment Date.


 


(ii)                                  Principal
Draws on Series 2005-2 Letters of Credit. If the Administrator determines
on any Payment Date that the
Principal Deficit Amount on such Payment Date, after giving effect to the
distribution of amounts to be deposited in the Series 2005-2 Distribution
Account in accordance with clause (i) of this Section 2.5(b) on
such Payment Date, will be greater
than zero (A) in the case of a Payment
Date that is not a Legal Final Payment Date, the Administrator shall
instruct the Trustee in writing to draw on:


 


95

















 


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


 


(Y)
the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of (A) the excess, if any, of the amount by
which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to


 


96

















 


be
deposited in the Series 2005-2 Distribution Account in accordance with clause
(i) of this Section 2.5(b), and the amounts to be drawn on the Class B Non-Ford Letters of
Credit pursuant to clause (X) above and pursuant to Section
2.12(d)(X) of this Series Supplement, each on such Payment Date over the Class A Liquidity Surplus
on such Payment Date (after giving effect to any withdrawal from the Class A
Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of
this Series Supplement and Section 2.5(b)(i)(B) of this Series Supplement
and the amounts to be drawn on the Class A Letters of Credit pursuant to Section
2.3(e)(I) of this Series Supplement), and (B) the Class B Ford Letter of Credit Liquidity Amount (after
giving effect to any drawings on the Class B Ford Letters of Credit on such
Payment Date pursuant to Section 2.3(e)(II)(Y) of this Series
Supplement);


 


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


 


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


 


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


 


97

















 


(I)                                    (X) the
Class B Non-Ford Letters of Credit, if any, to the extent that on the
Three-Year Notes Legal Final Payment Date there exists a Series 2005-2 Lease
Principal Payment Deficit, in an amount equal to the least of:


 


(1)          the Series 2005-2 Lease
Principal Payment Deficit;


 


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


 


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


 


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


 


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


 


98

















 


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


 


(II)                                (X) the
Class A Non-Ford Letters of Credit, if any, to the extent that on the
Three-Year Notes Legal Final Payment Date there exists a Series 2005-2 Lease
Principal Payment Deficit, in an amount equal to the least of:


 


(1)          the excess, if any, of
the Series 2005-2 Lease Principal Payment Deficit over the amounts to be drawn
on the Class B Non-Ford Letters
of Credit pursuant to clause (I)(X) above on such Payment Date;


 


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


 


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


 


99

















 


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


 


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


 


100

















 


other amount payable by
the Lessee under the HVF Lease that is cured in full on or prior to the fifth
Business Day after the occurrence of such failure shall be excluded from this clause
(b);


 


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


 


(I)                                    (X) the
Class B Non-Ford Letters of Credit, if any, to the extent that on the Four-Year
Notes Legal Final Payment Date there exists a Series 2005-2 Lease Principal
Payment Deficit, in an amount equal to the least of:


 


(1)          the Series 2005-2 Lease
Principal Payment Deficit;


 


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


 


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


 


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


 


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


 


101

















 


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


 


(II)                                (X) the
Class A Non-Ford Letters of Credit, if any, to the extent that on the Four-Year
Notes Legal Final Payment Date there exists a Series 2005-2 Lease Principal
Payment Deficit, in an amount equal to the least of:


 


(1)          the excess, if any, of
the Series 2005-2 Lease Principal Payment Deficit over the amounts to be drawn
on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X)
above on such Payment Date;


 


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


 


102














 


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


 


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


 


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


 


103

















 


Section 2.3(e)(I)
of this Series Supplement; provided, however, that any such
withdrawals from the Class A Reserve Account and/or drawings made under the
Class A Letters of Credit on account of a Series 2005-2 Lease Interest Payment
Deficit resulting from a failure to pay Rent or other amount payable by the
Lessee under the HVF Lease that is cured in full on or prior to the fifth
Business Day after the occurrence of such failure shall be excluded from this clause
(b);


 


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


 


(I) (X) the Class B
Non-Ford Letters of Credit, if any, to the extent that on the Five-Year Notes
Legal Final Payment Date there exists a Series 2005-2 Lease Principal Payment
Deficit, in an amount equal to the lesser of:


 


(1)          the Series 2005-2 Lease
Principal Payment Deficit; and


 


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


 


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


 


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


 


104

















 


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


 


(II)                                (X) the
Class A Non-Ford Letters of Credit, if any, to the extent that on the Five-Year
Notes Legal Final Payment Date there exists a Series 2005-2 Lease Principal
Payment Deficit, in an amount equal to the lesser of:


 


(1)          the excess, if any, of
the Series 2005-2 Lease Principal Payment Deficit over the amounts to be drawn
on the Class B Non-Ford Letters of Credit pursuant to clause (I) above; and


 


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


 


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


 


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


 


105

















 


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


 


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


 


(I) (X) the
Class A Non-Ford Letters of Credit by presenting to each Class A Non-Ford
Letter of Credit Provider a draft accompanied by a Class A Certificate of
Credit Demand and shall cause the Class A LOC Credit Disbursements to be
deposited in the Series 2005-2 Distribution Account on such Payment Date; provided,
however, that if the Class A Non-Ford Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Class A Non-Ford
Cash Collateral Account and deposit in the Series 2005-2 Distribution Account
an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage
on such Payment Date of the amount set forth in the notice provided to the
Trustee by the Administrator and (y) the Class A Available Non-Ford Cash
Collateral Account Amount on such Payment Date and draw an amount equal to the
remainder of such amount on the Class A Non-Ford Letters of Credit;


 


(Y) the Class
A Ford Letters of Credit by presenting to each Class A Ford Letter of Credit
Provider a draft accompanied by a Class A Certificate of Credit Demand and
shall cause the Class A LOC Credit Disbursements to be deposited in the Series
2005-2 Distribution Account on such Payment Date; provided, however, that if
the Class A Ford Cash Collateral Account has been established and funded, the
Trustee shall withdraw from the Class A Ford Cash Collateral Account and
deposit in the Series 2005-2 Distribution Account an amount equal to the lesser
of (x) the Class A Ford Cash Collateral Percentage on such Payment Date of the
amount set forth in the notice provided to the Trustee by the


 


106

















 


Administrator and
(y) the Class A Available Ford Cash Collateral Account Amount on such Payment
Date and draw an amount equal to the remainder of such amount on the Class A
Ford Letters of Credit; and


 


(II) (X) the
Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford
Letter of Credit Provider a draft accompanied by a Class B Certificate of
Credit Demand and shall cause the Class B LOC Credit Disbursements to be
deposited in the Series 2005-2 Distribution Account on such Payment Date; provided,
however, that if the Class B Non-Ford Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Class B Non-Ford
Cash Collateral Account and deposit in the Series 2005-2 Distribution Account
an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral
Percentage on such Payment Date of the amount set forth in the notice provided
to the Trustee by the Administrator and (y) the Class B Available Cash
Collateral Account Amount on such Payment Date and draw an amount equal to the
remainder of such amount on the Class B Non-Ford Letters of Credit; and


 


(Y) the Class
B Ford Letters of Credit by presenting to each Class B Ford Letter of Credit
Provider a draft accompanied by a Class B Certificate of Credit Demand and
shall cause the Class B LOC Credit Disbursements to be deposited in the Series
2005-2 Distribution Account on such Payment Date; provided, however,
that if the Class B Ford Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Class B Ford Cash Collateral
Account and deposit in the Series 2005-2 Distribution Account an amount equal
to the lesser of (x) the Class B Ford Cash Collateral Percentage on such
Payment Date of the amount set forth in the notice provided to the Trustee by
the Administrator and (y) the Class B Available Cash Collateral Account Amount
on such Payment Date and draw an amount equal to the remainder of such amount
on the Class B Ford Letters of Credit.


 


(iii)                               Demand on Insurance
Policy. If the sum of the Class A Letter of Credit Amount, the Class A
Available Reserve Account Amount, the Class B Letter of Credit Amount and the
Class B Available Reserve Account Amount on any Payment Date on which the Class
A Principal Deficit Amount will be greater than zero will be less than such
Class A Principal Deficit Amount, the Trustee shall make a demand on the
Insurance Policy by 12:00 noon (New York City time) on the second Business Day
preceding such Payment Date in an amount equal to the Insured Principal Deficit
Amount and shall cause the proceeds thereof to be deposited in the Series
2005-2 Distribution Account.


 


(c)                                  Legal
Final Payment Dates. The Class A-1 Principal Amount, the Class A-2
Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal
Amount shall be due and payable on the Three-Year Notes Legal Final Payment
Date. If the amount to be deposited in the Series 2005-2 Distribution Account
in accordance with Section 2.5(a) of this Series Supplement with respect
to the Three-Year Notes Legal Final Payment Date together with any amounts to
be deposited therein in accordance with


 


107

















 


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


 


108

















 


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


 


109

















 


Available
Reserve Account Amount, (after giving effect to any withdrawals from the Class
A Reserve Account pursuant to Section 2.3(d)(i) and Section
2.5(b)(i)(B) of this Series Supplement), and (ii) the excess of such
insufficiency over the amounts withdrawn from the Class B Reserve Account
pursuant to clause (I) above, and deposit such withdrawn amounts in the
Series 2005-2 Distribution Account on the Five-Year Notes Legal Final Payment
Date. The Trustee shall withdraw such amounts from the Class A Reserve Account
and the Class B Reserve Account and deposit such amounts in the Series 2005-2
Distribution Account on or prior to the Five-Year Notes Legal Final Payment
Date. If, after giving effect to any such deposits into the Series 2005-2
Distribution Account, the amount to be deposited in the Series 2005-2
Distribution Account for payment of the Class A-1 Notes and the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes, or the Class A-5 Notes and
the Class A-6 Notes, as the case may be, with respect to the Three-Year Notes
Legal Final Payment Date, the Four-Year Notes Legal Final Payment Date or the
Five-Year Notes Legal Final Payment Date, as the case may be, is or will be
less than the sum of the Class A-1 Outstanding Principal Amount and the Class
A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount
and the Class A-4 Outstanding Principal Amount or the Class A-5 Outstanding
Principal Amount and the Class A-6 Outstanding Principal Amount, as the case
may be, the Administrator shall instruct the Trustee in writing to make a
demand on the Insurance Policy on the second Business Day preceding such Legal
Final Payment Date and, upon receipt of such notice, the Trustee shall make a
demand on the Insurance Policy on the second Business Day preceding such Legal
Final Payment Date in an amount equal to such insufficiency in accordance with
the terms thereof and shall cause the proceeds thereof to be deposited in the Series
2005-2 Distribution Account.


 


(d)                                 Distribution.
On each Payment Date occurring on or after the date a withdrawal is made
pursuant to Section 2.5(a) of this Series Supplement, the Trustee shall,
in accordance with Section 6.1 of the Base Indenture, pay (i) first,
to the Class A Noteholders the amount deposited in the Series 2005-2
Distribution Account for the payment of principal of the Class A Notes held by
such Class A Noteholders pursuant to Section 2.5(a) of this Series
Supplement and any amounts deposited in the Series 2005-2 Distribution Account
for the payment of principal of such Class A Notes pursuant to Section
2.5(b) of this Series Supplement and, to the extent necessary to pay the
Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding Principal
Amount on the Three-Year Notes Legal Final Payment Date, the Class A-3
Outstanding Principal Amount and the Class A-4 Outstanding Principal Amount on
the Four-Year Notes Legal Final Payment Date, or the Class A-5 Outstanding
Principal Amount and the Class A-6 Outstanding Principal Amount on the
Five-Year Notes Legal Final Payment Date, amounts deposited in the Series
2005-2 Distribution Account pursuant to Section 2.5(c) of this Series
Supplement, (ii) second, once all amounts due to such Class A
Noteholders on such Payment Date have been paid in full, to the Class B
Noteholders the amount deposited in the Series 2005-2 Distribution Account for
the payment of principal of the Class B Notes held by such Class B Noteholders
pursuant to Section 2.5(a) of this Series Supplement and any amounts
deposited in the Series 2005-2 Distribution Account for the payment of
principal of such Class B Notes pursuant to Section 2.5(b) of this
Series


 


110

















 


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


 


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


 


If the
Administrator fails to give notice or instructions to make any payment from or
deposit into the Collection Account or any Series 2005-2 Series Account
required to be given by the Administrator, at the time specified in the
Administration Agreement or any other Related Document (including applicable
grace periods), the Trustee shall make such payment or deposit into or from the
Collection Account or such Series 2005-2 Series Account without such notice or
instruction from the Administrator, provided that the Administrator or, in the
case of any payment from a Series 2005-2 Series Account, the Insurer, upon
request of the Trustee or the Insurer, promptly provides the Trustee with all
information necessary to allow the Trustee to make such a payment or deposit. When
any payment or deposit hereunder or under any other Related Document is
required to be made by the Trustee at or prior to a specified time, the
Administrator shall deliver any applicable written instructions with respect
thereto reasonably in advance of such specified time. If the Administrator
fails to give instructions to draw on any Series 2005-2 Letters of Credit with
respect to a Class of Series 2005-2 Notes required to be given by the
Administrator, at the time specified in this Series Supplement, the Trustee
shall draw on such Series 2005-2 Letters of Credit with respect to such Class
of Series 2005-2 Notes without such instruction from the Administrator,
provided that the Administrator or the Insurer (solely with respect to the
Class A Letters of Credit), upon request of the Trustee or the Insurer (solely
with respect to the Class A Letters of Credit), promptly provides the Trustee
with all information necessary to allow the Trustee to draw on each such Series
2005-2 Letter of Credit.


 


Section 2.7.                                   Class
A Reserve Account.


 


(a)                                  Establishment
of Class A Reserve Account. HVF shall establish and maintain in the name of
the Trustee for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford
and each Interest Rate Hedge Provider an account (the “Class A


 


111

















 


Reserve
Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2005-2
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider. The Class
A Reserve Account shall be an Eligible Deposit Account. If the Class A Reserve
Account is at any time no longer an Eligible Deposit Account, HVF shall, within
10 Business Days of obtaining knowledge that the Class A Reserve Account is no
longer an Eligible Deposit Account, establish a new Class A Reserve Account
that is an Eligible Deposit Account. If a new Class A Reserve Account is
established, HVF shall instruct the Trustee in writing to transfer all cash and
investments from the non-qualifying Class A Reserve Account into the new Class
A Reserve Account. Initially, the Class A Reserve Account will be established
with the Trustee.


 


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


 


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


 


(d)                                 Class
A Reserve Account Constitutes Additional Collateral for Series 2005-2 Notes.
In order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer,
Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and
interest in and to the following (whether now or hereafter existing or
acquired):  (i) the Class A Reserve
Account, including any security entitlement thereto; (ii) all funds on deposit
therein from time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the Class A Reserve Account or the
funds on deposit therein from time to time; (iv) all investments made at any
time and from time to time with monies in the Class A Reserve Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in


 


112

















 


exchange
for the Class A Reserve Account, the funds on deposit therein from time to time
or the investments made with such funds; and (vi) all proceeds of any and all
of the foregoing, including, without limitation, cash (the items in the
foregoing clauses (i) through (vi) are referred to, collectively,
as the “Class A Reserve Account Collateral”).


 


(e)                                  Class
A Reserve Account Surplus. In the event that the Class A Reserve Account
Surplus on any Payment Date is greater than zero, the Trustee, acting in
accordance with the written instructions of the Administrator (with a copy to
the Insurer), shall withdraw from the Class A Reserve Account an amount equal
to the Class A Reserve Account Surplus and (i) deposit in the Class B Reserve
Account the lesser of (x) such Class A Reserve Account Surplus and (y) the
excess, if any, of the Class B Required Reserve Account Amount as of such Payment
Date over the Class B Available Reserve Account Amount as of such Payment Date,
in each case as of such Payment Date, (ii) pay to Ford the lesser of (x) the
excess of such Class A Reserve Account Surplus over the amounts deposited
pursuant to clause (i) above and (y) all unpaid Ford Reimbursement
Obligations and (iii) only for so long as the Ford LOC Exposure Amount is
greater than zero, solely to the extent that after giving effect to any such
payment, the Fleet Equity Condition would be satisfied (A) pay to each Interest
Rate Hedge Provider on a pro  rata basis the lesser of (x) the
excess of such Class A Reserve Account Surplus over the amounts deposited
and/or paid pursuant to clauses (i) and (ii) above and (y) all
amounts then due and owing to each such Interest Rate Hedge Provider under its
Series 2005-2 Interest Rate Hedge and (B) pay to HVF any portion of such Class
A Reserve Account Surplus remaining after any required deposit and/or payment
pursuant to clauses (i) through (iii)(A) above.


 


(f)                                    Termination
of Class A Reserve Account. On or after the date on which the Series 2005-2
Notes are fully paid, the Insurer has been paid all Insurer Fees and all other
Insurer Reimbursement Amounts due, each Interest Rate Hedge Provider has been
paid all amounts due and owing to it from HVF under its Series 2005-2 Interest
Rate Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations,
the Trustee, acting in accordance with the written instructions of the
Administrator, only for so long as the Ford LOC Exposure Amount is greater than
zero, solely to the extent that after giving effect to any such withdrawal, the
Fleet Equity Condition would be satisfied, shall withdraw from the Class A
Reserve Account all remaining amounts on deposit therein for payment to HVF.


 


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


 


(a)                                  (I) Class
A Ford Cash Collateral Account Constitutes Additional Collateral for Series
2005-2 Notes. In order to secure and provide for the repayment and payment of
the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants
a security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer,
Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and
interest in and to the following (whether now or hereafter existing or
acquired):  (i) the Class A Ford Cash
Collateral


 


113

















 


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


 


(II)                                Class
A Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series
2005-2 Notes. In order to secure and provide for the repayment and payment
of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby
grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2005-2 Noteholders, the
Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title
and interest in and to the following (whether now or hereafter existing or
acquired):  (i) the Class A Non-Ford Cash
Collateral Account, including any security entitlement thereto; (ii) all funds
on deposit in the Class A Non-Ford Cash Collateral Account from time to time;
(iii) all certificates and instruments, if any, representing or evidencing any
or all of the Class A Non-Ford Cash Collateral Account or the funds on deposit
therein from time to time; (iv) all investments made at any time and from time
to time with monies in the Class A Non-Ford Cash Collateral Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Class A Non-Ford
Cash Collateral Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (vi) are referred to, collectively, as the “Class A
Non-Ford Cash Collateral Account Collateral”).


 


(b)                                 Class
A Letter of Credit Expiration Date. If prior to the date which is sixteen
(16) Business Days prior to the then scheduled Class A Letter of Credit
Expiration Date with respect to any Class A Letter of Credit, excluding the
amount available to be drawn under such Class A Letter of Credit but taking
into account each substitute Class A Letter of Credit which has been obtained
from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford
Letter of Credit Provider, as applicable, and is in full force and effect on
such date, (i) the Class A Adjusted Enhancement Amount would be equal to or
greater than the Class A Required Enhancement Amount, (ii) the Class A Adjusted
Liquidity Amount would be equal to or greater than the Class A Required
Liquidity Amount, (iii) the Class B Adjusted


 


114

















 


Enhancement
Amount would be equal to or greater than the Class B Required Enhancement
Amount and (iv) if the expiring Class A Letter of Credit is a Class A Non-Ford
Letter of Credit, the Class A Non-Ford Letter of Credit Liquidity Amount would
be equal to or greater than the Series 2005-2 Demand Note Payment Amount, then
the Administrator shall notify the Trustee and the Insurer in writing no later
than fifteen (15) Business Days prior to such Class A Letter of Credit
Expiration Date of such determination. If prior to the date which is sixteen
(16) Business Days prior to the then scheduled Class A Letter of Credit
Expiration Date with respect to any Class A Letter of Credit, excluding such
Class A Letter of Credit but taking into account any substitute Class A Letter
of Credit which has been obtained from a Class A Eligible Letter of Credit
Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable,
and is in full force and effect on such date, (i) the Class A Adjusted
Enhancement Amount would be less than the Class A Required Enhancement Amount,
(ii) the Class A Adjusted Liquidity Amount would be less than the Class A
Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount would
be less than the Class B Required Enhancement Amount, or (iv) if the expiring
Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the Class A
Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2005-2
Demand Note Payment Amount, then the Administrator shall notify the Trustee and
the Insurer in writing no later than fifteen (15) Business Days prior to such
Class A Letter of Credit Expiration Date of (x) the greatest of (A) the excess,
if any, of the Class A Required Enhancement Amount over the Class A Adjusted
Enhancement Amount, excluding such Class A Letter of Credit but taking into
account any substitute Class A Letter of Credit which has been obtained from a
Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of
Credit Provider, as applicable, and is in full force and effect on such date,
(B) the excess, if any, of the Class A Required Liquidity Amount over the Class
A Adjusted Liquidity Amount, excluding such Class A Letter of Credit but taking
into account each substitute Class A Letter of Credit which has been obtained
from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford
Letter of Credit Provider, as applicable, and is in full force and effect on
such date, (C) the excess, if any, of the Class B Required Enhancement Amount
over the Class B Adjusted Enhancement Amount, excluding such Class A Letter of
Credit but taking into account any substitute Class A Letter of Credit which
has been obtained from a Class A Eligible Letter of Credit Provider or a Class
A Eligible Ford Letter of Credit Provider, as applicable, and is in full force
and effect on such date and (D) if the expiring Class A Letter of Credit is a
Class A Non-Ford Letter of Credit, the excess, if any, of the Series 2005-2
Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity
Amount, excluding such Class A Non-Ford Letter of Credit but taking into
account each substitute Class A Non-Ford Letter of Credit which has been obtained
from a Class A Eligible Letter of Credit Provider and is in full force and
effect on such date, and (y) the amount available to be drawn on such expiring
Class A Letter of Credit on such date. Upon receipt of such notice by the
Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the
Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in
the case of any notice given to the Trustee after 10:00 a.m. (New York City
time), by 12:00 p.m. (New York City time) on the next following Business Day),
draw the lesser of the amounts set forth in clauses (x) and (y)
above on


 


115

















 


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


 


(c)                                  Class
A Letter of Credit Providers. The Administrator shall notify the Trustee,
Fitch and the Insurer in writing within one Business Day of becoming aware that
the short-term debt credit rating of any Class A Letter of Credit Provider has
fallen below “A-1” as determined by Standard & Poor’s or “P-1” as
determined by Moody’s or the long-term debt credit rating of any Class A Letter
of Credit Provider has fallen below “A+” as determined by Standard & Poor’s
or “A1” as determined by Moody’s (with respect to any Class A Letter of Credit
Provider, a “Class A Downgrade Event”). On the thirtieth (30th) day
after the occurrence of a Class A Downgrade Event with respect to any Class A
Letter of Credit Provider, the Administrator shall notify the Trustee and the
Insurer in writing on such date of (i) the greatest of (A) the excess, if any,
of the Class A Required Enhancement Amount over the Class A Adjusted
Enhancement Amount, excluding the available amount under the Class A Letter of
Credit issued by such Class A Letter of Credit Provider, on such date, (B) the
excess, if any, of the Class A Required Liquidity Amount over the Class A
Adjusted Liquidity Amount, excluding the available amount under such Class A
Letter of Credit, on such date, (C) the excess, if any, of the Class B Required
Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the
available amount under the Class A Letter of Credit issued by such Class A
Letter of Credit Provider, on such date and (D) if the Class A Downgrade Event
affects a Class A Non-Ford Letter of Credit, the excess, if any, of the Series
2005-2 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit
Liquidity Amount, excluding the available amount under such Class A Non-Ford
Letter of Credit, on such date, and (ii) the amount available to be drawn on
such Class A Letter of Credit on such date. Upon receipt of such notice by the
Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the
Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in
the case of any notice given to the Trustee after 10:30 a.m. (New York City time),
by 12:00 p.m. (New York City time) on the next following Business Day), draw on
such Class A Letter of Credit in an amount equal to the lesser of the amount in
clause (i) or clause (ii) of the immediately preceding sentence
on such Business Day by presenting a draft accompanied by a Class A Certificate
of Termination Demand and shall cause the Class A LOC Termination Disbursement
to be deposited in a Class A Non-Ford Cash Collateral Account, in the case of a
Class A LOC Termination Disbursement under a Class A Non-Ford Letter of Credit,


 


116

















 


and
the Class A Ford Cash Collateral Account, in the case of a Class A LOC
Termination Disbursement under a Class A Ford Letter of Credit.


 


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


 


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


 


117

















 


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


 


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


 


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


 


(g)                                 (I) Establishment
of Class A Ford Cash Collateral Account. On or prior to the date of any
drawing under a Class A Ford Letter of Credit pursuant to Section 2.8(b)
or (c) of this Series Supplement, HVF shall establish and maintain in
the name of the Trustee for the benefit of the Series 2005-2 Noteholders, the
Insurer, Ford and each Interest Rate Hedge Provider, an account (the “Class
A Ford Cash Collateral Account”), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series 2005-2
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider. The Class
A Ford Cash Collateral Account shall be an Eligible Deposit Account. If the
Class A Ford Cash Collateral Account is at any time no longer an Eligible
Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that
the Class A Ford Cash Collateral Account is no longer an Eligible Deposit Account,
establish a new Class A Ford Cash Collateral Account that is an Eligible
Deposit Account. If a new Class A Ford Cash Collateral Account is


 


118

















 


established,
HVF shall instruct the Trustee in writing to transfer all cash and investments
from the non-qualifying Class A Ford Cash Collateral Account into the new Class
A Ford Cash Collateral Account.


 


(II)                                Establishment
of Class A Non-Ford Cash Collateral Account. On or prior to the date of any
drawing under a Class A Non-Ford Letter of Credit pursuant to Section 2.8(b) or
(c) of this Series Supplement, HVF shall establish and maintain in the name of
the Trustee for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford
and each Interest Rate Hedge Provider, an account (the “Class A Non-Ford
Cash Collateral Account”), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 2005-2
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider. The Class
A Non-Ford Cash Collateral Account shall be an Eligible Deposit Account. If the
Class A Non-Ford Cash Collateral Account is at any time no longer an Eligible
Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that
the Class A Non-Ford Cash Collateral Account is no longer an Eligible Deposit
Account, establish a new Class A Non-Ford Cash Collateral Account that is an
Eligible Deposit Account. If a new Class A Non-Ford Cash Collateral Account is
established, HVF shall instruct the Trustee in writing to transfer all cash and
investments from the non-qualifying Class A Non-Ford Cash Collateral Account
into the new Class A Non-Ford Cash Collateral Account


 


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


 


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


 


(j)                                     Class
A Cash Collateral Account Surplus. (X) In the event that the Class A Cash
Collateral Account Surplus on any Payment Date is greater than zero, the
Administrator may direct the Trustee to, and the Trustee, acting in accordance
with the written instructions of the Administrator (with a copy to the
Insurer), shall, subject to the limitations set forth in this Section
2.8(j)(X), withdraw the amount specified by the


 


119

















 


Administrator
from the Class A Cash Collateral Account specified by the Administrator and
apply such amount in accordance with the terms of this Section 2.8(j)(X).
The amount of any such withdrawal from the Class A Ford Cash Collateral Account
shall be limited to the lesser of (a) the Class A Available Ford Cash
Collateral Account Amount on such Payment Date and (b) the Class A Cash
Collateral Account Surplus (after giving effect to any withdrawal from the
Class A Non-Ford Cash Collateral Account) on such Payment Date. The amount of
any such withdrawal from the Class A Non-Ford Cash Collateral Account shall be
limited to the least of (a) the Class A Available Non-Ford Cash Collateral Account
Amount on such Payment Date, (b) the Class A Cash Collateral Account Surplus
(after giving effect to any withdrawal from the Class A Ford Cash Collateral
Account) on such Payment Date and (c) the excess, if any, of the Class A
Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the Series
2005-2 Demand Note Payment Amount on such Payment Date. Any amounts withdrawn
from the Class A Ford Cash Collateral Account pursuant to this Section
2.8(j)(X) shall be paid to Ford. Any amounts withdrawn from the Class A
Non-Ford Cash Collateral Account shall be paid: 
first, to Ford to the extent that there are unpaid Ford
Reimbursement Obligations due and owing to Ford, the lesser of the amount
withdrawn from the Class A Non-Ford Cash Collateral Account and the amount of
such unpaid Ford Reimbursement Obligations, second, only for so long as
the Ford LOC Exposure Amount is greater than zero, solely to the extent that
after giving effect to any such withdrawal, the Fleet Equity Condition would be
satisfied, to the Class A Non-Ford Letter of Credit Providers, to the extent
that there are unreimbursed Class A Disbursements due and owing to such Class A
Non-Ford Letter of Credit Providers in respect of the Class A Non-Ford Letters
of Credit, for application in accordance with the provisions of the respective
Class A Non-Ford Letter of Credit Reimbursement Agreement, and third,
only for so long as the Ford LOC Exposure Amount is greater than zero, solely
to the extent that after giving effect to any such withdrawal, the Fleet Equity
Condition would be satisfied, to HVF any remaining amounts. (Y) Irrespective of
whether there is a Class A Cash Collateral Account Surplus, in the event that
the Class A Ford Cash Collateral Account has been established pursuant to Section
2.8(g)(I) of this Series Supplement, the proceeds of one or more Class A
LOC Termination Disbursements have been deposited therein pursuant to Section
2.8(b) or Section 2.8(c) of this Series Supplement and Ford delivers
to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible
Letter of Credit Provider the Administrator shall direct the Trustee to, and
the Trustee, acting in accordance with the written instructions of the
Administrator shall withdraw from the Class A Ford Cash Collateral Account an
amount equal to the stated amount of such Class A Ford Letter of Credit and pay
such amount to Ford.


 


(k)                                  Termination
of Class A Cash Collateral Accounts. (X) 
On the earlier of the termination of this Series Supplement in
accordance with Section 6.13 of this Series Supplement and the Five-Year
Notes Legal Final Payment Date, the Trustee, acting in accordance with the
written instructions of the Administrator, shall withdraw from the Class A Ford
Cash Collateral Account and (i) pay to Ford an amount equal to the lesser of
(x) the Class A Available Ford Cash Collateral Account Amount and (y) the
excess, if any, of (A) the aggregate amount of Class A LOC Termination
Disbursements


 


120

















 


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


 


(Y)  Upon the
termination of this Series Supplement in accordance with its terms, the
Trustee, acting in accordance with the written instructions of the
Administrator, after the prior payment of all amounts due and owing to the
Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge
Provider and payable from the Class A Non-Ford Cash Collateral Account as
provided herein, shall withdraw from such Class A Non-Ford Cash Collateral
Account all amounts on deposit therein (to the extent not withdrawn pursuant to
Section 2.8(d) above) and shall pay such amounts, first, to Ford
to the extent that there are unpaid Ford Reimbursement Obligations due and
owing to Ford, second, only for so long as the Ford LOC Exposure Amount
is greater than zero, solely to the extent that after giving effect to any such
withdrawal, the Fleet Equity Condition would be satisfied, pro  rata
to the Class A Non-Ford Letter of Credit Providers, to the extent that there
are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford
Letter of Credit Providers, for application in accordance with the provisions
of the respective Class A Non-Ford Letters of Credit, and third, only
for so long as the Ford LOC Exposure Amount is greater than zero, solely to the
extent that after giving effect to any such withdrawal, the Fleet Equity
Condition would be satisfied, to HVF any remaining amounts.


 


Section 2.9.                                   Series
2005-2 Distribution Account.


 


(a)                                  Establishment
of Series 2005-2 Distribution Account. The Trustee shall establish and
maintain in the name of the Trustee for the benefit of the Series 2005-2
Noteholders, the Series 2005-2 Interest Rate Hedge Provider and Ford an account
(the “Series 2005-2 Distribution Account”), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2005-2 Noteholders, the Series 2005-2 Interest Rate Hedge Provider
and Ford. The Series 2005-2 Distribution Account shall be an Eligible Deposit
Account. If the Series 2005-2 Distribution Account is at any time no longer an
Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining
knowledge that the Series 2005-2 Distribution Account is no longer an Eligible
Deposit Account, establish a new Series 2005-2 Distribution Account that is an
Eligible Deposit Account. If a new Series 2005-2 Distribution Account is
established, HVF shall instruct the Trustee in writing to transfer all cash and
investments from the non-qualifying Series 2005-2 Distribution Account into the
new Series 2005-2 Distribution Account. Initially, the Series 2005-2
Distribution Account will be established with the Trustee.


 


121

















 


(b)                                 Administration
of the Series 2005-2 Distribution Account. The Administrator may instruct
the institution maintaining the Series 2005-2 Distribution Account in writing
to invest funds on deposit in the Series 2005-2 Distribution Account from time
to time in Permitted Investments; provided, however, that any
such investment shall mature not later than the Business Day prior to the
Payment Date following the date on which such funds were received (including
funds received upon a payment in respect of a Permitted Investment made with
funds on deposit in the Series 2005-2 Distribution Account), unless any
Permitted Investment held in the Series 2005-2 Distribution Account is held
with the Trustee, then such investment may mature on such Payment Date and such
funds shall be available for withdrawal on or prior to such Payment Date. All
such Permitted Investments will be credited to the Series 2005-2 Distribution
Account. HVF shall not direct the Trustee to dispose of (or permit the disposal
of) any Permitted Investments prior to the maturity thereof to the extent such
disposal would result in a loss of the initial purchase price of such Permitted
Investment. In the absence of written investment instructions hereunder, funds
on deposit in the Series 2005-2 Distribution Account shall remain uninvested.


 


(c)                                  Earnings
from Series 2005-2 Distribution Account. All interest and earnings (net of
losses and investment expenses) paid on funds on deposit in the Series 2005-2
Distribution Account shall be deemed to be on deposit and available for
distribution.


 


(d)                                 Series
2005-2 Distribution Account Constitutes Additional Collateral for Series 2005-2
Notes. In order to secure and provide for the repayment and payment of the
Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-2 Noteholders and Ford, all of
HVF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired):  (i) the
Series 2005-2 Distribution Account, including any security entitlement thereto;
(ii) all funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Series 2005-2
Distribution Account or the funds on deposit therein from time to time; (iv)
all investments made at any time and from time to time with monies in the
Series 2005-2 Distribution Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Series 2005-2 Distribution Account, the funds
on deposit therein from time to time or the investments made with such funds;
and (vi) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (i) through (vi)
are referred to, collectively, as the “Series 2005-2 Distribution Account
Collateral”).


 


Section 2.10.                             Trustee
as Securities Intermediary.


 


(a)                                  The
Trustee or other Person holding the Series 2005-2 Collection Account, the
Series 2005-2 Excess Collection Account, the Series 2005-2 Accrued


 


122

















 


Interest
Account, the Class A Reserve Account, the Class B Reserve Account, the Series
2005-2 Cash Collateral Account, the Series 2005-2 Distribution Account or the
Series 2005-2 Closing Account (each a “Series 2005-2 Designated Account”)
shall be the “Securities Intermediary”. If the Securities Intermediary in
respect of any Series 2005-2 Designated Account is not the Trustee, HVF shall
obtain the express agreement of such Person to the obligations of the
Securities Intermediary set forth in this Section 2.10.


 


(b)                                 The
Securities Intermediary agrees that:


 


(i)                                     The
Series 2005-2 Designated Accounts are accounts to which “financial assets”
within the meaning of Section 8-102(a)(9) (“Financial Assets”) of
the UCC in effect in the State of New York (the “New York UCC”) will be
credited;


 


(ii)                                  All
securities or other property underlying any Financial Assets credited to any
Series 2005-2 Designated Account shall be registered in the name of the
Securities Intermediary, indorsed to the Securities Intermediary or in blank or
credited to another securities account maintained in the name of the Securities
Intermediary and in no case will any Financial Asset credited to any Series
2005-2 Designated Account be registered in the name of HVF, payable to the
order of HVF or specially endorsed to HVF;


 


(iii)                               All property delivered
to the Securities Intermediary pursuant to this Series Supplement will be
promptly credited to the appropriate Series 2005-2 Designated Account;


 


(iv)                              Each
item of property (whether investment property, security, instrument or cash)
credited to a Series 2005-2 Designated Account shall be treated as a Financial
Asset;


 


(v)                                 If
at any time the Securities Intermediary shall receive any order from the
Trustee directing transfer or redemption of any Financial Asset relating to the
Series 2005-2 Designated Accounts, the Securities Intermediary shall comply
with such entitlement order without further consent by HVF or the
Administrator;


 


(vi)                              The
Series 2005-2 Designated Accounts shall be governed by the laws of the State of
New York, regardless of any provision of any other agreement. For purposes of
the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction
and the Series 2005-2 Designated Accounts (as well as the “securities entitlements”
(as defined in Section 8-102(a)(17) of the New York UCC) related
thereto) shall be governed by the laws of the State of New York;


 


(vii)                           The Securities Intermediary
has not entered into, and until termination of this Series Supplement, will not
enter into, any agreement with any


 


123

















 


other
Person relating to the Series 2005-2 Designated Accounts and/or any Financial
Assets credited thereto pursuant to which it has agreed to comply with
entitlement orders (as defined in Section 8-102(a)(8) of the New York
UCC) of such other Person and the Securities Intermediary has not entered into,
and until the termination of this Series Supplement will not enter into, any
agreement with HVF purporting to limit or condition the obligation of the
Securities Intermediary to comply with entitlement orders as set forth in Section
2.10(b)(v) of this Series Supplement; and


 


(viii)                        Except for the claims and
interest of the Trustee and HVF in the Series 2005-2 Designated Accounts, the
Securities Intermediary knows of no claim to, or interest, in the Series 2005-2
Designated Accounts or in any Financial Asset credited thereto. If the
Securities Intermediary has actual knowledge of the assertion by any other
person of any lien, encumbrance, or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process)
against any Series 2005-2 Designated Account or in any Financial Asset carried
therein, the Securities Intermediary will promptly notify the Trustee, the
Administrator and HVF thereof.


 


(c)                                  The
Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Series 2005-2 Designated Accounts and in all proceeds
thereof, and shall be the only person authorized to originate entitlement
orders in respect of the Series 2005-2 Designated Accounts.


 


Section 2.11.                             Series
2005-2 Interest Rate Hedges.


 


(a)                                  On
the Series 2005-2 Closing Date, HVF shall acquire one or more interest rate
caps or swaps, in form and substance acceptable to the Insurer (each a “Series
2005-2 Interest Rate Hedge”), from an Eligible Interest Rate Hedge Provider
with funds available to it. The aggregate initial notional amount of all Series
2005-2 Interest Rate Hedges shall equal the sum of the Class A-1 Principal
Amount, the Class A-3 Principal Amount, the Class A-5 Principal Amount, the
Class B-1 Principal Amount, the Class B-3 Principal Amount and the Class B-5
Principal Amount on the Series 2005-2 Closing Date, and, thereafter, the aggregate
notional amount of all Series 2005-2 Interest Rate Hedges may be reduced
pursuant to the related Series 2005-2 Interest Rate Hedge but shall not at any
time be less than the sum of the Class A-1 Principal Amount, the Class A-3
Principal Amount, the Class A-5 Principal Amount, the Class B-1 Principal
Amount, the Class B-3 Principal Amount and the Class B-5 Principal Amount. The
strike rate of each Series 2005-2 Interest Rate Hedge in the form of a cap
shall not be greater than 4.87%. The fixed rate of each Series 2005-2 Interest
Rate Hedge in the form of a swap shall not be greater than 4.87%. HVF shall
satisfy the Series 2005-2 Rating Agency Condition and, so long as any Class A
Notes are Outstanding, obtain the consent of the Insurer (such consent not to
be unreasonably withheld or delayed) in connection with its acquisition of any
Series 2005-2 Interest Rate Hedge. The Series 2005-2 Interest Rate Hedge must
provide that (i) no payments from the Series 2005-2 Hedge Provider to HVF shall
be conditioned upon payment of amounts (other than the


 


124

















 


Monthly
Hedge Payment) due to such Series 2005-2 Interest Rate Hedge Provider from HVF,
to the extent that any such non-payment resulted solely from the Fleet Equity
Condition failing to be satisfied, (ii) the Series 2005-2 Interest Rate Hedge
Provider shall provide to the Insurer a copy of any notice of payment default
delivered to HVF, simultaneously with delivery of such notice to HVF and (iii)
in the event that HVF shall fail to pay any amounts due to the Series 2005-2
Hedge Provider under such Series 2005-2 Interest Rate Hedge, the Insurer shall
have the right to make any such payment on behalf of HVF. For so long as an
Interest Rate Hedge Provider is not in default under its Series 2005-2 Interest
Rate Hedge, and such Series 2005-2 Interest Rate Hedge continues to be in
effect, such Interest Rate Hedge Provider shall constitute an “Enhancement
Provider” with respect to the Series 2005-2 Notes for all purposes under the
Indenture and the other Related Documents, and each Series 2005-2 Interest Rate
Hedge to which such Interest Rate Hedge Provider is a party shall constitute an
“Enhancement Agreement” with respect to the Series 2005-2 Notes for all
purposes under the Base Indenture and the other Related Documents. Furthermore,
each Interest Rate Hedge Provider shall be deemed to be a “Secured Party” under
the Base Indenture and the Related Documents to the extent of amounts payable
to each such Interest Rate Hedge Provider pursuant to this Series Supplement.


 


(b)                                 If,
at any time, an Interest Rate Hedge Provider is not an Eligible Interest Rate
Hedge Provider, then HVF shall cause such Interest Rate Hedge Provider within
30 days following such occurrence, at such Interest Rate Hedge Provider’s
expense, to do one of the following:  (i)
obtain a replacement interest rate cap or swap on the same terms as the Series
2005-2 Interest Rate Hedge to which such Interest Rate Hedge Provider is a
party (or with such modifications as are acceptable to the Rating Agencies and
the Insurer) from an Eligible Interest Rate Hedge Provider and simultaneously
with such replacement HVF shall terminate the Series 2005-2 Interest Rate Hedge
being replaced, (ii) obtain a guaranty from, or contingent agreement of (in
each case, in form and substance acceptable to the Insurer), another person who
qualifies as an Eligible Interest Rate Hedge Provider to honor such Interest
Rate Hedge Provider’s obligations under its Series 2005-2 Interest Rate Hedge
in accordance with its terms and written confirmation from Standard & Poor’s
and Moody’s that the substantive terms of the guaranty agreement are sufficient
to maintain or restore the immediately prior Shadow Rating, (iii) post
collateral pursuant to and in accordance with its Series 2005-2 Interest Rate
Hedge, or (iv) enter into any arrangement satisfactory to Standard & Poor’s,
Moody’s and, so long as the Class A Notes are Outstanding, the Insurer, which
approval of the Insurer, during any period when an Insurer Default is
continuing, shall not be unreasonably withheld or delayed, which is sufficient
to maintain or restore the immediately prior Shadow Rating. If HVF is unable to
cause such Interest Rate Hedge Provider to take any of the actions described in
clauses (i), (ii), (iii) or (iv) of the preceding sentence after making
commercially reasonable efforts, (I) HVF will obtain a replacement Series
2005-2 Interest Rate Hedge at the expense of the replaced Interest Rate Hedge
Provider or, if the replaced Interest Rate Hedge Provider fails to make such
payment, at the expense of HVF (in which event, such amount will be considered
Carrying Charges and paid solely from Interest Collections available pursuant
to Section 2.3(h)


 


125

















 


of
this Series Supplement) and (II) to the extent that HVF does not obtain a
replacement Series 2005-2 Interest Rate Hedge, the Insurer shall be deemed to
have been materially and adversely effected. HVF must cause each Series 2005-2
Interest Rate Hedge to provide that if the Interest Rate Hedge Provider is
required to take any of the actions described in clauses (i), (ii), or (iv)
above and such action is not taken within 30 days, then the Interest Rate Hedge
Provider must, until a replacement Series 2005-2 Interest Rate Hedge is
executed and in effect, collateralize its obligations as required under clause
(iii) above. Each Series 2005-2 Noteholder by its acceptance of a Series 2005-2
Note hereby acknowledges and agrees, and directs the Trustee to acknowledge and
agree, and the Trustee, at such direction, hereby acknowledges and agrees, that
any collateral posted by an Interest Rate Hedge Provider pursuant to clause
(iii) above (A) is collateral solely for the obligations of such Interest Rate
Hedge Provider under its Series 2005-2 Interest Rate Hedge, (B) does not
constitute collateral for the Series 2005-2 Notes (provided that in order to
secure and provide for the payment of the Note Obligations with respect to the
Series 2005-2 Notes, HVF has pledged each Series 2005-2 Interest Rate Hedge and
its security interest in any collateral posted in connection therewith as
collateral for the Series 2005-2 Notes), and (C) will in no event be available
to satisfy any obligations of HVF hereunder or otherwise unless and until such
Interest Rate Hedge Provider defaults in its obligations under its Series
2005-2 Interest Rate Hedge and such collateral is applied in accordance with
the terms of such Series 2005-2 Interest Rate Hedge to satisfy such defaulted
obligations of such Interest Rate Hedge Provider.


 


(c)                                  If
the long-term senior unsecured debt rating of an Interest Rate Hedge Provider,
or the Person that guarantees all of the Interest Rate Hedge Provider’s
obligations under its Series 2005-2 Interest Rate Hedge, is withdrawn or falls
to or below “Baa1” by Moody’s or to or below “BBB+” by Standard & Poor’s,
then the Insurer may terminate such Interest Rate Hedge Provider’s Series
2005-2 Interest Rate Hedge if, after 10 Business Days after the occurrence of
such rating withdrawal or fall, the Interest Rate Hedge Provider has not, at
its own expense, (i) obtained a replacement interest rate swap or cap on the
same terms as the Series 2005-2 Interest Rate Hedge (or with such modifications
as are acceptable to the Rating Agencies and the Insurer) provided by such
Interest Rate Hedge Provider from an Eligible Interest Rate Hedge Provider and
simultaneously with such replacement terminated the Series 2005-2 Interest Rate
Hedge being replaced or (ii) entered into any arrangement satisfactory to
S&P, Moody’s and, so long as the Class A Notes are outstanding, the
Insurer, which approval of the Insurer, during any period when an Insurer
Default is continuing, will not have been unreasonably withheld or delayed,
which was sufficient to maintain or restore the immediately prior Shadow
Rating.


 


(d)                                 To
secure payment of the Note Obligations with respect to the Series 2005-2 Notes,
HVF hereby grants a security interest in, and assigns, pledges, grants, transfers
and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders
and the Insurer, all of HVF’s right, title and interest, whether now or
hereafter existing or acquired, in the Series 2005-2 Interest Rate Hedges and
all proceeds thereof. HVF shall require all proceeds of the Series 2005-2
Interest Rate Hedges to be


 


126

















 


paid,
and the Trustee shall allocate, all proceeds of the Series 2005-2 Interest Rate
Hedges to the Series 2005-2 Accrued Interest Account or the Series 2005-2
Collection Account.


 


Section 2.12.                             Series
2005-2 Demand Note Constitutes Additional Collateral for Series 2005-2 Notes.


 


(a)                                  In
order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer,
Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and
interest in and to the following (whether now or hereafter existing or
acquired):  (i) the Series 2005-2 Demand
Note; (ii) all certificates and instruments, if any, representing or evidencing
the Series 2005-2 Demand Note; and (iii) all proceeds of any and all of the
foregoing, including, without limitation, cash. On the date hereof, HVF shall
deliver to the Trustee, for the benefit of the Series 2005-2 Noteholders, the
Insurer, Ford and each Interest Rate Hedge Provider, the Series 2005-2 Demand
Note, endorsed in blank. The Trustee, for the benefit of the Series 2005-2
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, shall be
the only Person authorized to make a demand for payment on the Series 2005-2
Demand Note.


 


(b)                                 Other
than pursuant to a payment made upon a demand thereon by the Trustee, HVF shall
not reduce the amount of the Series 2005-2 Demand Note or forgive amounts
payable thereunder so that the outstanding principal amount of the Series
2005-2 Demand Note after such reduction or forgiveness is less than the sum of
the Class A Letter of Credit Liquidity Amount and the Class B Letter of Credit
Liquidity Amount. HVF shall not agree, to any amendment of the Series 2005-2
Demand Note without first satisfying the Series 2005-2 Rating Agency Condition.


 


(c)                                  HVF
agrees that on the Series 2005-2 Closing Date it will have capitalization in an
amount equal to or greater than 4.17% of the sum of (i) the outstanding
principal amount of the Series 2004-1 Rental Car Asset Backed Notes, (ii) the
Series 2005-2 Principal Amount, (iii) the outstanding principal amount of the
Series 2005-1 Notes, (iv) the maximum outstanding principal amount of the
Series 2005-3 Notes and (v) the maximum outstanding principal amount of the Series
2005-4 Notes.


 


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


 


127

















 


Three-Year
Notes Legal Final Payment Date but prior to the second Business Day immediately
preceding the Four-Year Notes Legal Final Payment Date, the greater of (x) the
Principal Deficit Amount on such date and (y) the sum of the Class A-1
Principal Amount, the Class A-2 Principal Amount, the Class B-1 Principal
Amount and the Class B-2 Principal Amount (on or prior to the Three-Year Notes
Legal Final Payment Date, calculated after giving effect to the distribution of
all amounts on account of principal that will be available to be distributed to
the Class A-1 Noteholders and the Class A-2 Noteholders (other than under the
Insurance Policy) and the Class B-1 Noteholders and the Class B-2 Noteholders
in accordance with this Series Supplement on the Three-Year Notes Legal Final
Payment Date (including, but not limited to, amounts to be withdrawn from the
Class A Reserve Account and the Class B Reserve Account pursuant to Section
2.5(c) of this Series Supplement)), (C) on or after the second Business Day
immediately preceding the Four-Year Notes Legal Final Payment Date but prior to
the second Business Day immediately preceding the Five-Year Notes Legal Final
Payment Date, the greater of (x) the Principal Deficit Amount on such date and
(y) the sum of the Class A-3 Principal Amount, the Class A-4 Principal Amount,
the Class B-3 Principal Amount and the Class B-4 Principal Amount (on or prior
to the Four-Year Notes Legal Final Payment Date, calculated after giving effect
to the distribution of all amounts on account of principal that will be
available to be distributed to the Class A-3 Noteholders and the Class A-4
Noteholders (other than under the Insurance Policy) and the Class B-3
Noteholders and the Class B-4 Noteholders in accordance with this Series
Supplement on the Four-Year Notes Legal Final Payment Date (including, but not
limited to, amounts to be withdrawn from the Class A Reserve Account and the
Class B Reserve Account pursuant to Section 2.5(c) of this Series
Supplement)), and (D) on or after the second Business Day immediately preceding
the Five-Year Notes Legal Final Payment Date, the Series 2005-2 Principal
Amount (on or prior to the Five-Year Notes Legal Final Payment Date, calculated
after giving effect to the distribution of all amounts that will be available
to be distributed to the Class A-5 Noteholders and the Class A-6 Noteholders
(other than under the Insurance Policy) and the Class B-5 Noteholders and the
Class B-5 Noteholders in accordance with this Series Supplement on the
Five-Year Notes Legal Final Payment Date (including, but not limited to,
amounts to be withdrawn from the Class A Reserve Account and the Class B
Reserve Account pursuant to Section 2.5(c) of this Series Supplement)). The
Trustee shall cause the proceeds of any demand on the Series 2005-2 Demand Note
to be deposited into the Series 2005-2 Distribution Account, and such proceeds
shall be treated as Principal Collections for all purposes hereunder. If (i)
the Trustee shall have made such a Demand Notice and Hertz shall have failed to
pay to the Trustee or deposit into the Series 2005-2 Distribution Account the
amount specified in such Demand Notice in whole or in part by 12:00 noon (New
York City time) on the Business Day following the making of the Demand Notice
or (ii) due to the occurrence of an Event of Bankruptcy (or the occurrence of
an event described in clause (a) of the definition thereto, without the
lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee
shall not have delivered such Demand Notice to Hertz, the Trustee shall draw
on:


 


128

















 


(X) the Class B Non-Ford Letters of Credit, if any, by
12:00 p.m. (New York City time) on such Business Day an amount equal to the
least of: (A) the amount that Hertz failed to pay under the Series 2005-2
Demand Note (or the amount that the Trustee failed to demand for payment
thereunder);


 


(B)                                the
Class B Non-Ford Letter of Credit Amount on such Business Day; and


 


(C)                                on
any Business Day:


 


(i)                                     other
than the Business Day immediately preceding a Legal Final Payment Date, the
Principal Deficit Amount on such Business Day;


 


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


 


129

















 


(iii)                               on the Business Day
immediately preceding the Four-Year Notes Legal Final Payment Date, the sum of
(x) the greater of the Principal Deficit Amount on such date and the sum of the
Class A-3 Principal Amount, the Class A-4 Principal Amount, the Class B-3
Principal Amount and the Class B-4 Principal Amount on such Business Day and
(y) the lesser of (1) the amount by which the Class B Liquidity Amount (after
giving effect to any withdrawals to be made from the Class B Reserve Account
pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this
Series Supplement and any drawings to be made under the Class B Letters of
Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the
Four-Year Notes Legal Final Payment Date) will exceed the Class B Required
Liquidity Amount (after giving effect to all anticipated reductions in the
Class B Principal Amount on the Four-Year Notes Legal Final Payment Date) and
(2) an amount equal to the excess, if any, of (a) the Class B Required
Liquidity Amount on the earlier of (I) the date of the first occurrence of a
Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2
Lease Interest Payment Deficit resulting from a failure to pay Rent or any
other amount payable by the Lessee under the HVF Lease that is cured in full on
or prior to the fifth Business Day after the occurrence of such failure) and
(II) the Four-Year Notes Legal Final Payment Date over (b) the aggregate
amount, as of the Four-Year Notes Legal Final Payment Date, of all withdrawals
from the Class B Reserve Account made since the date set forth in clause (a)
of this subparagraph (C)(iii) or to be made in respect of the Four-Year
Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this
Series Supplement and all drawings made since such date or to be made in
respect of the Four-Year Notes Legal Final Payment Date under the Class B
Letters of Credit pursuant to Section 2.3(e)(II) of this Series
Supplement; provided, however, that any such withdrawals from the
Class B Reserve Account and/or drawings made under the Class B Letters of
Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting
from a failure to pay Rent or other amount payable by the Lessee under the HVF
Lease that is cured in full on or prior to the fifth Business Day after the
occurrence of such failure shall be excluded from this clause (b); and


 


(iv)                              on
the Business Day immediately preceding the Five-Year Notes Legal Final Payment
Date, the sum of (x) the greater of the Principal Deficit Amount on such date
and the sum of the Class A-5 Principal Amount, the Class A-6 Principal Amount,
the Class B-5 Principal Amount and the Class B-6 Principal Amount on such
Business Day and (y) an amount equal to the excess, if any, of (a) the Class B
Required Liquidity Amount on the earlier of (I) the date of the first
occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any
Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay
Rent or any other amount payable by the Lessee under the HVF Lease that is
cured in full on or prior to the fifth Business Day after the occurrence of
such failure) and (II) the Five-Year Notes Legal Final Payment Date over (b)
the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of
all withdrawals from the Class B Reserve Account made since the date set forth
in


 


130

















 


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


 


by presenting to each Class B Non-Ford Letter of
Credit Provider a draft accompanied by a Class B Certificate of Unpaid Demand
Note Demand; provided, however that if the Class B Non-Ford Cash
Collateral Account has been established and funded, the Trustee shall withdraw from
the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-2
Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford
Cash Collateral Percentage on such Business Day of the least of the amounts set
forth in clause (A), (B) or (C) above and (y) the Class B
Available Non-Ford Cash Collateral Account Amount on such Business Day and draw
an amount equal to the remainder of such amount on the Class B Non-Ford Letters
of Credit; and


 


(Y) the Class A Non-Ford Letters of Credit, if any, by
12:00 p.m. (New York City time) on such Business Day an amount equal to the
least of:


 


(A)                              the
excess of the amount that Hertz failed to pay under the Series 2005-2 Demand
Note (or the amount that the Trustee failed to demand for payment thereunder)
over the aggregate amount of any draws under the Class B Non-Ford Letter of
Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account
pursuant to clause (X) above on such Business Day;


 


(B)                                the
Class A Non-Ford Letter of Credit Amount on such Business Day; and


 


(C)                                on
any Business Day:


 


(i)                                     other
than the Business Day immediately preceding a Legal Final Payment Date, the
excess of the Principal Deficit Amount on such Business Day over the aggregate
amount of any draws under the Class B Non-Ford Letter of Credit and/or
withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause
(X) above on such Business Day;


 


(ii)                                  on
the Business Day immediately preceding the Three-Year Notes Legal Final Payment
Date, the sum of (x) the excess of the greater of the Principal Deficit Amount
and the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount,
the Class B-1 Principal Amount and the Class B-2


 


131

















 


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


 


(iii)                               on the Business Day
immediately preceding the Four-Year Notes Legal Final Payment Date, the sum of
(x) the excess of the greater of the Principal Deficit Amount and the sum of
the Class A-3 Principal Amount, the Class A-4 Principal Amount, the Class B-3
Principal Amount and the Class B-4 Principal Amount on such Business Day over
the aggregate amount of any draws under the Class B Non-Ford Letter of Credit
and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant
to clause (X) above on such Business Day and (y) the lesser of (1) the
amount by which the Class A Liquidity Amount (after giving effect to any
withdrawals to be made from the Class A Reserve Account pursuant to Section
2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any
drawings to be made under the Class A Letters of Credit pursuant to Section
2.3(e)(I) of this Series Supplement on the Four-Year Notes Legal Final
Payment Date) will exceed the Class A Required Liquidity Amount (after giving
effect to all anticipated reductions in the Class A Principal Amount


 


132

















 


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


 


(iv)                              on
the Business Day immediately preceding the Five-Year Notes Legal Final Payment
Date, the sum of (x) the excess of the greater of the Principal Deficit Amount
and the sum of the Class A-5 Principal Amount, the Class A-6 Principal Amount,
the Class B-5 Principal Amount and the Class B-6 Principal Amount on such
Business Day over the aggregate amount of any draws under the Class B Non-Ford
Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral
Account pursuant to clause (X) above on such Business Day and (y) an
amount equal to the excess, if any, of (a) the Class A Required Liquidity
Amount on the earlier of (I) the date of the first occurrence of a Series
2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease
Interest Payment Deficit resulting from a failure to pay Rent or any other
amount payable by the Lessee under the HVF Lease that is cured in full on or
prior to the fifth Business Day after the occurrence of such failure) and (II)
the Five-Year Notes Legal Final Payment Date over (b) the aggregate amount, as
of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the
Class A Reserve Account made since the date set forth in clause (a) of
this subparagraph (C)(iv) or to be made in respect of the Five-Year
Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this
Series Supplement and all drawings made since such date or to be made in
respect of the Five-Year Notes Legal Final Payment Date under the Class A
Letters of Credit pursuant to Section 2.3(e)(I) of this Series
Supplement; provided, however, that any such withdrawals from the
Class A Reserve Account and/or drawings made under the Class A Letters of
Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting
from a failure to pay Rent or other amount payable by the Lessee under the HVF


 


133

















 


Lease
that is cured in full on or prior to the fifth Business Day after the
occurrence of such failure shall be excluded from this clause (b); and


 


by presenting to each Class A Non-Ford Letter of
Credit Provider a draft accompanied by a Class A Certificate of Unpaid Demand
Note Demand; provided, however that if the Class A Non-Ford Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Class A Non-Ford Cash Collateral Account and deposit in the Series
2005-2 Distribution Account an amount equal to the lesser of (x) the Class A
Non-Ford Cash Collateral Percentage on such Business Day of the least of the
amounts set forth in clause (A), (B) or (C) above and (y)
the Class A Available Non-Ford Cash Collateral Account Amount on such Business
Day and draw an amount equal to the remainder of such amount on the Class A
Non-Ford Letters of Credit. The Trustee shall deposit, or cause the deposit of,
the proceeds of any such draw on the Class A Non-Ford Letters of Credit and the
proceeds of any such withdrawal from the Class A Non-Ford Cash Collateral
Account and any draw on the Class B Non-Ford Letters of Credit and the proceeds
of any such withdrawal from the Class B Non-Ford Cash Collateral Account, into
the Series 2005-2 Collection Account and such proceeds shall be treated as
Principal Collections for the Related Month.


 


Section 2.13.                             Class
B Reserve Account.


 


(a)                                  Establishment
of Class B Reserve Account. On or prior to the first Series 2005-2 Class B
Notes Closing Date, HVF shall establish and maintain in the name of the Trustee
for the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate
Hedge Provider an account (the “Class B Reserve Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate Hedge
Provider. The Class B Reserve Account shall be an Eligible Deposit Account. If
the Class B Reserve Account is at any time following such initial Series 2005-2
Class B Notes Closing Date no longer an Eligible Deposit Account, HVF shall,
within 10 Business Days of obtaining knowledge that the Class B Reserve Account
is no longer an Eligible Deposit Account, establish a new Class B Reserve
Account that is an Eligible Deposit Account. If a new Class B Reserve Account
is established, HVF shall instruct the Trustee in writing to transfer all cash
and investments from the non-qualifying Class B Reserve Account into the new
Class B Reserve Account. Initially, the Class B Reserve Account will be
established with the Trustee.


 


(b)                                 Administration
of the Class B Reserve Account. HVF may instruct (by standing instructions
or otherwise) the institution maintaining the Class B Reserve Account to invest
funds on deposit in the Class B Reserve Account from time to time in Permitted
Investments; provided, however, that any such investment shall
mature not later than the Business Day prior to the first Payment Date
following the date on which such funds were received (including funds received
upon a payment in respect of a Permitted Investment made with funds on deposit
in the Class B Reserve Account), unless any Permitted Investment held in the
Class B Reserve Account is held with the Trustee, then such investment may
mature on such Payment Date so long as such funds


 


134

















 


shall
be available for withdrawal on or prior to such Payment Date. HVF shall not
direct the Trustee to dispose of (or permit the disposal of) any Permitted
Investments prior to the maturity thereof to the extent such disposal would
result in a loss of the initial purchase price of such Permitted Investment. In
the absence of written investment instructions hereunder, funds on deposit in
the Class B Reserve Account shall remain uninvested.


 


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


 


(d)                                 Class
B Reserve Account Constitutes Additional Collateral for Series 2005-2 Notes.
In order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-2 Noteholders, Ford and each
Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to
the following (whether now or hereafter existing or acquired):  (i) the Class B Reserve Account, including
any security entitlement thereto; (ii) all funds on deposit therein from time
to time; (iii) all certificates and instruments, if any, representing or
evidencing any or all of the Class B Reserve Account or the funds on deposit
therein from time to time; (iv) all investments made at any time and from time
to time with monies in the Class B Reserve Account, whether constituting
securities, instruments, general intangibles, investment property, financial
assets or other property; (v) all interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for the Class B Reserve Account, the funds on
deposit therein from time to time or the investments made with such funds; and
(vi) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (i) through (vi)
are referred to, collectively, as the “Class B Reserve Account Collateral”).


 


(e)                                  Class
B Reserve Account Surplus. In the event that the Class B Reserve Account
Surplus on any Payment Date is greater than zero, the Trustee, acting in
accordance with the written instructions of the Administrator, shall withdraw
from the Class B Reserve Account an amount equal to the Class B Reserve Account
Surplus and (i) pay to Ford, the lesser of (x) such Class B Reserve Account
Surplus and (y) all unpaid Ford Reimbursement Obligations and (ii) only for so
long as the Ford LOC Exposure Amount is greater than zero, solely to the extent
that after giving effect to such payment the Fleet Equity Condition would be
satisfied, (A) pay to each Interest Rate Hedge Provider on a pro  rata
basis the lesser of (x) the excess of such Class B Reserve Account Surplus over
the amounts paid pursuant to clause (i) above and (y) all amounts then
due and owing to each such Interest Rate Hedge Provider under its Series 2005-2
Interest Rate Hedge and (B) pay to HVF any portion of such Class B Reserve
Account Surplus remaining after any required payments pursuant to clauses
(i) and (ii)(A) above.


 


(f)                                    Termination
of Class B Reserve Account. On or after the date on which the Class B Notes
are fully paid, each Interest Rate Hedge Provider has been paid


 


135

















 


all
amounts due and owing to it from HVF under its Series 2005-2 Interest Rate
Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations, the
Trustee, acting in accordance with the written instructions of the
Administrator, shall withdraw from the Class B Reserve Account, only for so
long as the Ford LOC Exposure Amount is greater than zero, solely to the extent
that after giving effect to such payment the Fleet Equity Condition would be
satisfied, all remaining amounts on deposit therein for payment to HVF.


 


Section 2.14.                             Class
B Letters of Credit and Class B Cash Collateral Account.


 


(a)                                  (I) Class
B Ford Cash Collateral Account Constitutes Additional Collateral for Series
2005-2 Notes. In order to secure and provide for the repayment and payment
of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby
grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2005-2 Noteholders, Ford and
each Interest Rate Hedge Provider, all of HVF’s right, title and interest in
and to the following (whether now or hereafter existing or acquired):  (i) the Class B Ford Cash Collateral Account,
including any security entitlement thereto; (ii) all funds on deposit in the
Class B Ford Cash Collateral Account from time to time; (iii) all certificates
and instruments, if any, representing or evidencing any or all of the Class B
Ford Cash Collateral Account or the funds on deposit therein from time to time;
(iv) all investments made at any time and from time to time with monies in the
Class B Ford Cash Collateral Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or other
property; (v) all interest, dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of
or in exchange for the Class B Ford Cash Collateral Account, the funds on
deposit therein from time to time or the investments made with such funds; and
(vi) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (i) through (vi)
are referred to, collectively, as the “Class B Ford Cash Collateral Account
Collateral”).


 


(II)                                Class
B Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series
2005-2 Notes. In order to secure and provide for the repayment and payment
of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby
grants a security interest in and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2005-2 Noteholders, Ford and
each Interest Rate Hedge Provider, all of HVF’s right, title and interest in
and to the following (whether now or hereafter existing or acquired):  (i) the Class B Non-Ford Cash Collateral
Account, including any security entitlement thereto; (ii) all funds on deposit
in the Class B Non-Ford Cash Collateral Account from time to time; (iii) all
certificates and instruments, if any, representing or evidencing any or all of
the Class B Non-Ford Cash Collateral Account or the funds on deposit therein
from time to time; (iv) all investments made at any time and from time to time
with monies in the Class B Non-Ford Cash Collateral Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,


 


136

















 


instruments
and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for the Class B Non-Ford Cash
Collateral Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing clauses
(i) through (vi) are referred to, collectively, as the “Class B
Non-Ford Cash Collateral Account Collateral”).


 


(b)                                 Class
B Letter of Credit Expiration Date. If prior to the date which is sixteen
(16) Business Days prior to the then scheduled Class B Letter of Credit
Expiration Date with respect to any Class B Letter of Credit, excluding the
amount available to be drawn under such Class B Letter of Credit but taking
into account each substitute Class B Letter of Credit which has been obtained
from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford
Letter of Credit Provider, as applicable, and is in full force and effect on
such date, (i) the Class A Adjusted Enhancement Amount would be equal to or
greater than the Class A Required Enhancement Amount, (ii) the Class B
Enhancement Amount would be equal to or greater than the Class B Required
Enhancement Amount, (iii) the Class B Liquidity Amount would be equal to or
greater than the Class B Required Liquidity Amount or (iv) if the expiring
Class B Letter of Credit is a Class B Non-Ford Letter of Credit, the sum of the
Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford
Letter of Credit Liquidity Amount would be equal to or greater than the Series
2005-2 Demand Note Payment Amount, then the Administrator shall notify the
Trustee in writing no later than fifteen (15) Business Days prior to such Class
B Letter of Credit Expiration Date of such determination. If prior to the date
which is sixteen (16) Business Days prior to the then scheduled Class B Letter
of Credit Expiration Date with respect to any Class B Letter of Credit,
excluding such Class B Letter of Credit but taking into account any substitute
Class B Letter of Credit which has been obtained from a Class B Eligible Letter
of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as
applicable, and is in full force and effect on such date, (i) the Class A
Adjusted Enhancement Amount would be less than the Class A Required Enhancement
Amount, (ii) the Class B Adjusted Enhancement Amount would be less than the
Class B Required Enhancement Amount, (iii) the Class B Adjusted Liquidity
Amount would be less than the Class B Required Liquidity Amount or (iv) if the
expiring Class B Letter of Credit is a Class B Non-Ford Letter of Credit, the
sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B
Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2005-2
Demand Note Payment Amount, then the Administrator shall notify the Trustee in
writing no later than fifteen (15) Business Days prior to such Class B Letter
of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the
Class A Required Enhancement Amount over the Class A Adjusted Enhancement
Amount, excluding such Class B Letter of Credit but taking into account any
substitute Class B Letter of Credit which has been obtained from a Class B
Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit
Provider, as applicable, and is in full force and effect on such date, (B) the
excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted
Enhancement Amount, excluding such Class B Letter of Credit but taking into
account any substitute Class B Letter of Credit


 


137

















 


which
has been obtained from a Class B Eligible Letter of Credit Provider or a Class
B Eligible Ford Letter of Credit Provider, as applicable, and is in full force
and effect on such date, (C) the excess, if any, of the Class B Required
Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding such
Class B Letter of Credit but taking into account each substitute Class B Letter
of Credit which has been obtained from a Class B Eligible Letter of Credit
Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable,
and is in full force and effect on such date, and (D) solely with respect to a
Class B Non-Ford Letter of Credit, the excess, if any, of the Series 2005-2
Demand Note Payment Amount over the sum of the Class A Non-Ford Letter of
Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity
Amount, excluding such Class B Non-Ford Letter of Credit but taking into
account each substitute Class B Non-Ford Letter of Credit which has been
obtained from a Class B Eligible Letter of Credit Provider and is in full force
and effect on such date and (y) the amount available to be drawn on such
expiring Class B Letter of Credit on such date. Upon receipt of such notice by
the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day,
the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or,
in the case of any notice given to the Trustee after 10:30 a.m. (New York City
time), by 12:00 p.m. (New York City time) on the next following Business Day),
draw the lesser of the amounts set forth in clauses (x) and (y)
above on such Class B Letter of Credit by presenting a draft accompanied by a
Class B Certificate of Termination Demand and shall cause the Class B LOC
Termination Disbursements to be deposited in the Class B Non-Ford Cash
Collateral Account, in the case of a Class B LOC Termination Disbursement under
a Class B Non-Ford Letter of Credit, and the Class B Ford Cash Collateral
Account, in the case of a Class B LOC Termination Disbursement under a Class B
Ford Letter of Credit. If the Trustee does
not receive the notice from the Administrator described above on or prior to
the date that is fifteen (15) Business Days prior to each Class B Letter of
Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time)
on such Business Day draw the full amount of such Class B Letter of Credit by
presenting a draft accompanied by a Class B Certificate of Termination Demand
and shall cause the Class B LOC Termination Disbursements to be deposited in
the applicable Class B Cash Collateral Account.


 


(c)                                  Class
B Letter of Credit Providers. The Administrator shall notify the Trustee
and Fitch in writing within one Business Day of becoming aware that the
short-term debt credit rating of any Class B Letter of Credit Provider has
fallen below “A-1” as determined by Standard & Poor’s or “P-1” as
determined by Moody’s or the long-term debt credit rating of any Class B Letter
of Credit Provider has fallen below “A+” as determined by Standard & Poor’s
or “A1” as determined by Moody’s (with respect to any Class B Letter of Credit
Provider, a “Class B Downgrade Event”). On the thirtieth (30th) day
after the occurrence of a Class B Downgrade Event with respect to any Class B
Letter of Credit Provider, the Administrator shall notify the Trustee in
writing on such date of (i) the greatest of (A) the excess, if any, of the
Class A Required Enhancement Amount over the Class A Adjusted Enhancement
Amount, excluding the available amount under the Class B Letter of Credit
issued by such Class B Letter of Credit Provider, on such date, (B) the excess,
if any, of the Class B Required


 


138

















 


Enhancement
Amount over the Class B Adjusted Enhancement Amount, excluding the available
amount under the Class B Letter of Credit issued by such Class B Letter of
Credit Provider, on such date, (C) the excess, if any, of the Class B Required
Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding the
available amount under such Class B Letter of Credit, on such date, and (D)
solely with respect to a Class B Non-Ford Letter of Credit, the excess, if any,
of the Series 2005-2 Demand Note Payment Amount minus the Class A Non-Ford
Letter of Credit Liquidity Amount over the Class B Non-Ford Letter of Credit
Liquidity Amount, excluding the available amount under such Class B Letter of
Credit, on such date, and (ii) the amount available to be drawn on such Class B
Non-Ford Letter of Credit on such date. Upon receipt of such notice by the
Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the
Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in
the case of any notice given to the Trustee after 10:30 a.m. (New York City
time), by 12:00 p.m. (New York City time) on the next following Business Day),
draw on such Class B Letter of Credit in an amount equal to the lesser of the
amount in clause (i) or clause (ii) of the immediately preceding
sentence on such Business Day by presenting a draft accompanied by a Class B
Certificate of Termination Demand and shall cause the Class B LOC Termination
Disbursement to be deposited in a Class B Non-Ford Cash Collateral Account, in
the case of a Class B LOC Termination Disbursement under a Class B Non-Ford
Letter of Credit, and the Class B Ford Cash Collateral Account, in the case of
a Class B LOC Termination Disbursement under a Class B Ford Letter of Credit.


 


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


 


(e)                                  (I) Reductions
in Stated Amounts of the Class B Ford Letters of Credit. If the Trustee
receives a written notice from the Lessee, substantially in the form of Exhibit
D-3-1, requesting a reduction in the stated amount of any Class B Ford Letter
of Credit, the Trustee shall within two Business Days of the receipt of such
notice


 


139

















 


deliver
to the Class B Ford Letter of Credit Provider who issued such Class B Ford
Letter of Credit with a copy to Ford a Class B Notice of Reduction requesting a
reduction in the stated amount of such Class B Ford Letter of Credit in the
amount requested in such notice effective on the date set forth in such notice,
provided that on such effective date, after giving effect to the
requested reduction in the stated amount of such Class B Ford Letter of Credit,
(i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A
Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will
equal or exceed the Class B Required Enhancement Amount, and (iii) the Class B
Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity
Amount. If the Trustee receives a written notice from Ford, substantially in
the form of Exhibit D-3-2, requesting the replacement of any Class B
Ford Letter of Credit, the Trustee shall within two Business Days of the
receipt of such notice and upon receipt of a substitute Class B Ford Letter of
Credit having a stated amount equal to the available amount of the Class B Ford
Letter of Credit being replaced issued by a Class B Eligible Ford Letter of
Credit Provider deliver to the Class B Letter of Credit Provider who issued the
Class B Ford Letter of Credit being replaced a written notice in the form provided
in such Class B Ford Letter of Credit confirming cancellation of such Class B
Ford Letter of Credit and shall deliver such cancelled Class B Ford Letter of
Credit to such Class B Letter of Credit Provider as soon as practicable.


 


(II)                                Reductions
in Stated Amounts of the Class B Non-Ford Letters of Credit. If the Trustee
receives a written notice from the Lessee, substantially in the form of Exhibit
D-4, requesting a reduction in the stated amount of any Class B Non-Ford
Letter of Credit, the Trustee shall within two Business Days of the receipt of
such notice deliver to the Class B Non-Ford Letter of Credit Provider who
issued such Class B Non-Ford Letter of Credit a Class B Notice of Reduction
requesting a reduction in the stated amount of such Class B Non-Ford Letter of
Credit in the amount requested in such notice effective on the date set forth
in such notice provided that on such effective date, after giving effect to the
requested reduction in the stated amount of such Class B Non-Ford Letter of Credit,
(i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A
Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will
equal or exceed the Class B Required Enhancement Amount, (iii) the Class B
Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity
Amount and (iv) the Class B Non-Ford Letter of Credit Liquidity Amount will
equal or exceed the Series 2005-2 Demand Note Payment Amount minus the Class A
Non-Ford Letter of Credit Liquidity Amount.


 


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


 


140














 


(II)                                Draws
on the Class B Non-Ford Letters of Credit. If there is more than one Class
B Non-Ford Letter of Credit on the date of any draw on the Class B Non-Ford
Letters of Credit pursuant to the terms of this Series Supplement (other than
pursuant to Sections 2.14(b) and (c) of this Series Supplement),
the Administrator shall instruct the Trustee, in writing, to draw on each Class
B Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the
Class B Non-Ford Letter of Credit Provider issuing such Class B Non-Ford Letter
of Credit of the amount of such draw on the Class B Non-Ford Letters of Credit.


 


(g)                                 (I) Establishment
of Class B Ford Cash Collateral Account. On or prior to the date of any
drawing under a Class B Ford Letter of Credit pursuant to Section 2.14(b)
or (c) of this Series Supplement, HVF shall establish and maintain in
the name of the Trustee for the benefit of the Series 2005-2 Noteholders, Ford
and each Interest Rate Hedge Provider, an account (the “Class B Ford Cash
Collateral Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2005-2
Noteholders, Ford and each
Interest Rate Hedge Provider. The Class B Ford Cash Collateral Account shall be
an Eligible Deposit Account. If the Class B Ford Cash Collateral Account is at
any time no longer an Eligible Deposit Account, HVF shall, within 10 Business
Days of obtaining knowledge that the Class B Ford Cash Collateral Account is no
longer an Eligible Deposit Account, establish a new Class B Ford Cash
Collateral Account that is an Eligible Deposit Account. If a new Class B Ford
Cash Collateral Account is established, HVF shall instruct the Trustee in
writing to transfer all cash and investments from the non-qualifying Class B
Ford Cash Collateral Account into the new Class B Ford Cash Collateral Account.


 


(II)                                Establishment
of Class B Non-Ford Cash Collateral Account. On or prior to the date of any
drawing under a Class B Non-Ford Letter of Credit pursuant to Section 2.14(b)
or (c) of this Series Supplement, HVF shall establish and maintain in
the name of the Trustee for the benefit of the Series 2005-2 Noteholders, Ford
and each Interest Rate Hedge Provider, an account (the “Class B Non-Ford
Cash Collateral Account”), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Series 2005-2
Noteholders, Ford and each Interest Rate Hedge Provider. The Class B Non-Ford
Cash Collateral Account shall be an Eligible Deposit Account. If the Class B
Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit
Account, HVF shall, within 10 Business Days of obtaining knowledge that the
Class B Non-Ford Cash Collateral Account is no longer an Eligible Deposit
Account, establish a new Class B Non-Ford Cash Collateral Account that is an
Eligible Deposit Account. If a new Class B Non-Ford Cash Collateral Account is
established, HVF shall instruct the Trustee in writing to transfer all cash and
investments from the non-qualifying Class B Non-Ford Cash Collateral Account
into the new Class B Non-Ford Cash Collateral Account.


 


(h)                                 Administration
of the Class B Cash Collateral Account. HVF may instruct (by standing
instructions or otherwise) the institution maintaining a Class B Cash
Collateral Account to invest funds on deposit in a Class B Cash Collateral
Account from time to time in Permitted Investments. Any investment of funds on
deposit in a


 


141

















 


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


 


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


 


(j)                                     Class
B Cash Collateral Account Surplus. (X) In the event that the Class B Cash
Collateral Account Surplus on any Payment Date is greater than zero, the
Administrator may direct the Trustee to, and the Trustee, acting in accordance
with the written instructions of the Administrator, shall, subject to the
limitations set forth in this Section 2.14(j)(X), withdraw the amount
specified by the Administrator from the Class B Cash Collateral Account
specified by the Administrator and apply such amount in accordance with the
terms of this Section 2.14(j)(X). The amount of any such withdrawal from
the Class B Ford Cash Collateral Account shall be limited to the lesser of (a)
the Class B Available Ford Cash Collateral Account Amount on such Payment Date
and (b) the Class B Cash Collateral Account Surplus (after giving effect to any
withdrawal from the Class B Non-Ford Cash Collateral Account) on such Payment
Date. The amount of any such withdrawal from the Class B Non-Ford Cash
Collateral Account shall be limited to the least of (a) the Class B Available
Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class B
Cash Collateral Account Surplus (after giving effect to any withdrawal from the
Class B Ford Cash Collateral Account) on such Payment Date and (c) the excess,
if any, of the Class B Non-Ford Letter of Credit Liquidity Amount on such
Payment Date over the excess, if any, of the Series 2005-2 Demand Note Payment
Amount over the Class A Non-Ford Letter of Credit Liquidity Amount on such
Payment Date. Any amounts withdrawn from the Class B Ford Cash Collateral
Account pursuant to this Section 2.14(j)(X) shall be paid to Ford. Any
amounts withdrawn from the Class B Non-Ford Cash Collateral Account shall be
paid:  first, to Ford to the
extent that there are unpaid Ford Reimbursement Obligations due and owing to
Ford, the lesser of the amount withdrawn from the Class B Non-Ford Cash
Collateral Account and the amount of such unpaid Ford Reimbursement
Obligations, second, only for so long as the Ford LOC Exposure Amount is
greater than zero, solely to the extent that after giving effect to any such
withdrawal, the Fleet Equity Condition would be satisfied, to the Class B Non-Ford
Letter of Credit Providers, to the extent that there are unreimbursed Class B
Disbursements due and owing to such Class B Non-Ford Letter of Credit Providers
in respect of the Class B Non-Ford Letters of Credit, for


 


142

















 


application
in accordance with the provisions of the respective Class B Non-Ford Letter of
Credit Reimbursement Agreement, and third, only for so long as the Ford
LOC Exposure Amount is greater than zero, solely to the extent that after
giving effect to any such withdrawal, the Fleet Equity Condition would be
satisfied, to HVF any remaining amount. (Y) Irrespective of whether there is a
Class B Cash Collateral Account Surplus, in the event that the Class B Ford
Cash Collateral Account has been established pursuant to Section 2.14(g)(I)
of this Series Supplement, the proceeds of one or more Class B LOC Termination
Disbursements have been deposited therein pursuant to Section 2.14(b) or
Section 2.14(c) of this Series Supplement and Ford delivers to the
Trustee a Class B Ford Letter of Credit from a Class B Eligible Ford Letter of
Credit Provider, the Administrator shall direct the Trustee to, and the
Trustee, acting in accordance with the written instructions of the
Administrator shall withdraw from the Class B Ford Cash Collateral Account an
amount equal to the stated amount of such Class B Ford Letter of Credit and pay
such amount to Ford.


 


(k)                                  Termination
of Class B Cash Collateral Account. On the earlier of the termination of
this Series Supplement in accordance with Section 6.13 and the Five-Year
Notes Legal Final Payment Date, the Trustee, acting in accordance with the
written instructions of the Administrator, shall withdraw from the Class B Ford
Cash Collateral Account and (i) pay to Ford an amount equal to the lesser of
(x) the Class B Available Ford Cash Collateral Account Amount and (y) the
excess, if any, of (A) the aggregate amount of Class B LOC Termination
Disbursements deposited into the Class B Ford Cash Collateral Account pursuant
to Section 2.14(b) or Section 2.14(c) of this Series Supplement
over (B) the aggregate amount withdrawn from the Class B Ford Cash Collateral
Account pursuant to Section 2.3(e)(II)(Y) or Section 2.5(b)(ii)
of this Series Supplement that has not be reimbursed by HVF in accordance with Section
2.16 of this Series Supplement on or prior to such date, (ii) pay to Ford,
an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement
Obligations due and owing to Ford and (y) the excess, if any, of the Class B
Available Ford Cash Collateral Account Amount over the amount paid to Ford
pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the
Class B Ford Cash Collateral Account.


 


(Y)  Upon the
termination of this Series Supplement in accordance with its terms, the
Trustee, acting in accordance with the written instructions of the
Administrator, after the prior payment of all amounts due and owing to the
Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider
and payable from the Class B Non-Ford Cash Collateral Account as provided
herein, shall withdraw from such Class B Non-Ford Cash Collateral Account all
amounts on deposit therein (to the extent not withdrawn pursuant to Section
2.14(d) above) and shall pay such amounts, first, to Ford, to the
extent that there are unpaid Ford Reimbursement Obligations due and owing to
Ford, second, only for so long as the Ford LOC Exposure is greater than
zero, solely to the extent that after giving effect to such payment the Fleet
Equity Condition would be satisfied, pro rata to the Class B Non-Ford
Letter of Credit Providers, to the extent that there are unreimbursed Class B
Disbursements due and owing to such Class B Non-Ford Letter of Credit
Providers, for application in accordance with the provisions of the


 


143

















 


respective Class B Non-Ford Letters of Credit, and third,
only for so long as the Ford LOC Exposure Amount is greater than zero, solely
to the extent that after giving effect to such payment the Fleet Equity
Condition would be satisfied, to HVF any remaining amounts.


 


Section 2.15.                             Subordination
of Class B Notes. Notwithstanding anything to the contrary contained herein
or in any other Related Document, the Class B Notes will be subordinate in all
respects to the Class A Notes. No payments on account of interest or principal
with respect to the Class B Notes shall be made on any Payment Date until all
payments of interest and principal then due and payable with respect to the
Class A Notes on such Payment Date (including, without limitation, all accrued
interest, all interest accrued on such accrued interest, all Class A Deficiency
Amounts and all Class A Controlled Distribution Amounts) have been paid in full
and all Insurer Fees and Insurer Reimbursement Amounts due on such Payment Date
have been paid in full.


 


The
Class B Noteholders shall not be entitled to receive the benefit of amounts (i)
available under any Class A Letter of Credit, (ii) on deposit in a Class A Cash
Collateral Account and (iii) on deposit in the Class A Reserve Account, in each
case until the Class A Notes have been paid in full.


 


Section 2.16.                             Reimbursement
Obligation.


 


(A)  HVF agrees to pay to Ford in accordance with,
and solely to the extent of funds available therefore under, the Indenture:


 


(i) on
and after each date on which a Series 2005-2 Ford Letter of Credit Provider
shall pay any Ford LOC Disbursement under a Series 2005-2 Ford Letter of
Credit, an amount equal to such Ford LOC Disbursement;


 


(ii)
on and after each date on which any amount is withdrawn from the Class A Ford
Cash Collateral Account pursuant to Section 2.3(e)(I)(Y) or Section
2.5(b)(ii) of this Series Supplement, an amount equal to the amount of such
withdrawal; and


 


(iii)
on and after each date on which any amount is withdrawn from the Class B Ford
Cash Collateral Account pursuant to Section 2.3(e)(II)(Y) or Section
2.5(b)(ii) of this Series Supplement, an amount equal to the amount of such
withdrawal.


 


(B)
Notwithstanding the foregoing, prior to the earlier of (i) the Five-Year Notes
Legal Final Payment Date and (ii) the termination of this Series Supplement in
accordance with Section 6.13 of this Series Supplement, any amount payable by
HVF to Ford pursuant to Section 2.16(A)(ii) of this Series Supplement shall be
paid by HVF by depositing such amount in the Class A Ford Cash Collateral
Account and any amount payable by HVF to Ford pursuant to Section 2.16(A)(iii)
of this Series Supplement shall be paid by HVF by depositing such amount in the
Class B Ford Cash Collateral Account.


 


144

















 


(C)
HVF agrees that Ford shall be deemed a “Secured Party” under the Base Indenture
and the Related Documents to the extent of Ford Reimbursement Obligations
payable by HVF to Ford. Ford Reimbursement Obligations shall be absolute,
unconditional and irrevocable, and shall be paid under all circumstances,
including, without limitation, the following circumstances:


 


(i)
any lack of validity or enforceability of this Series Supplement, the
Indenture, any Related Document or any Series 2005-2 Ford Letter of Credit;


 


(ii)
the existence of any claim, set-off, defense or other right which HVF may have
at any time against Ford, the Trustee or any other beneficiary or any
transferee of any Series 2005-2 Ford Letter of Credit (or any persons or
entities for whom the Trustee, any such beneficiary or any such transferee may
be acting), whether in connection with this Series Supplement, the transactions
contemplated hereby or by the Related Documents or any unrelated transaction;


 


(iii)
any statement or any other document presented under any Series 2005-2 Ford
Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect;


 


(iv)  any statement or any other document presented
under any Series 2005-2 Ford Letter of Credit proving to be insufficient in any
respect;


 


(v)  payment by a Series 2005-2 Ford Letter of
Credit Provider under a Series 2005-2 Ford Letter of Credit against
presentation of a draft or certificate which does not strictly comply with the
terms of such Series 2005-2 Ford Letter of Credit;


 


(vi)  any non-application or misapplication by the
Trustee of the proceeds of any Ford LOC Disbursement or any withdrawal from the
Class A Ford Cash Collateral Account or the Class Ford B Cash Collateral
Account; or


 


(vii)  any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including, without
limitation, any other circumstance that might otherwise constitute a defense
available to, or a discharge of, HVF.


 


Section 2.17.                             Series
2005-2 Closing Account


 


(a)                                  Establishment
of Series 2005-2 Closing Account. The Trustee shall establish and maintain
in the name of the Trustee for the benefit of the Series 2005-2 Noteholders,
the Series 2005-2 Interest Rate Hedge Provider, the Insurer and Ford an account
(the “Series 2005-2 Closing Account”), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2005-2 Noteholders, the Series 2005-2 Interest Rate Hedge Provider and
Ford. The Series 2005-2 Closing Account shall be an Eligible Deposit Account. Initially,
the Series 2005-2 Closing Account will be established with Deutsche Bank Trust
Company Americas.


 


145

















 


(b)                                 Administration
of the Series 2005-2 Closing Account. Funds on deposit in the Series 2005-2
Closing Account shall remain uninvested.


 


(c)                                  Series
2005-2 Closing Account Constitutes Additional Collateral for Series 2005-2
Notes. In order to secure and provide for the repayment and payment of the
Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer, the
Series 2005-2 Interest Rate Hedge Provider and Ford, all of HVF’s right, title
and interest in and to the following (whether now or hereafter existing or
acquired):  (i) the Series 2005-2 Closing
Account, including any security entitlement thereto; (ii) all funds on deposit
therein from time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the Series 2005-2 Closing Account or
the funds on deposit therein from time to time; (iv) all investments made at
any time and from time to time with monies in the Series 2005-2 Closing
Account, whether constituting securities, instruments, general intangibles,
investment property, financial assets or other property; (v) all interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for the Series
2005-2 Closing Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing clauses
(i) through (vi) are referred to, collectively, as the “Series
2005-2 Closing Account Collateral”).


 


(d)                                 Termination
of Series 2005-2 Closing Account. On or after the date on which the DTC
Closing occurs, the Trustee, acting in accordance with the written instructions
of the Administrator, shall withdraw from the Series 2005-2 Closing Account all
remaining amounts on deposit therein for payment to HVF or to such other
account as may be specified in such written instruction and signed by the
Administrator and by HVF.


 


ARTICLE III


 


AMORTIZATION EVENTS


 


In
addition to the Amortization Events set forth in Section 9.1 of the Base
Indenture, the following shall be Amortization Events with respect to the
Series 2005-2 Notes and shall constitute the Amortization Events set forth in Section
9.1(j) of the Base Indenture with respect to the Series 2005-2 Notes:


 


(a)                                  HVF
defaults in the payment of any interest on, or other amount payable in respect
of, the Series 2005-2 Notes when the same becomes due and payable and such
default continues for a period of five (5) Business Days;


 


(b)                                 HVF
defaults in the payment of any principal of the Series 2005-2 Notes when the
same becomes due and payable on the applicable Legal Final Payment Date;


 


146

















 


(c)                                  a
Class Enhancement Deficiency shall occur and continue for at least three (3)
Business Days;


 


(d)                                 a
Class Liquidity Deficiency shall occur and continue for at least three (3)
Business Days;


 


(e)                                  (i)
all principal of and interest on the Class A-1 Notes, the Class A-2 Notes, the
Class B-1 Notes and the Class B-2 Notes is not paid in full on or before the
Three-Year Notes Expected Final Payment Date, (ii) all principal of and
interest on the Class A-3 Notes, the Class A-4 Notes, the Class B-3 Notes and
the Class B-4 Notes is not paid in full on or before the Four-Year Notes
Expected Final Payment Date or (iii) all principal of and interest on the Class
A-5 Notes, the Class A-6 Notes, the Class B-5 Notes and the Class B-6 Notes is
not paid in full on or before the Five-Year Notes Expected Final Payment Date;


 


(f)                                    the
Class A Asset Amount shall be less than the Class A Required Asset Amount for
at least three (3) Business Days or the Class B Asset Amount shall be less than
the Series 2005-2 Required Asset Amount for at least three (3) Business Days;


 


(g)                                 the
Insured Principal Deficit Amount shall be greater than zero;


 


(h)                                 the
Class A Reserve Account, a Class A Cash Collateral Account, the Class B Reserve
Account, a Class B Cash Collateral Account, the Series 2005-2 Excess Collection
Account or any HVF Exchange Account shall be subject to an injunction, estoppel
or other stay or a Lien (other than a Permitted Lien) for at least three (3)
Business Days and either a Class Enhancement Deficiency or a Class Liquidity
Deficiency would result from excluding the amount on deposit in any such
account that is subject to an injunction, estoppel or other stay or a Lien
(other than a Permitted Lien) for at least three (3) Business Days from the
Class Enhancement Amount or the Class Liquidity Amount, to the extent
applicable;


 


(i)                                     the
Trustee shall make a demand for payment under the Insurance Policy;


 


(j)                                     the
occurrence of an Event of Bankruptcy with respect to the Insurer;


 


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


 


(l)                                     the
Trustee shall for any reason cease to have a valid and perfected first priority
security interest in the Series 2005-2 Collateral (other than the Initial Hertz
Vehicles and the Service Vehicles) or any of the Lessee, HVF or any Affiliate
of either so asserts in writing;


 


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


 


147

















 


(n)                                 HVF
fails to comply with any of its other agreements or covenants in, or provisions
of, the Series 2005-2 Notes or the Indenture and the failure to so comply
materially and adversely affects the interests of the Series 2005-2 Noteholders
or the Insurer and continues to materially and adversely affect the interests
of the Series 2005-2 Noteholders or the Insurer for a period of thirty (30)
days after the earlier of (i) the date on which HVF obtains knowledge thereof
or (ii) the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to HVF by the Trustee or to HVF and the
Trustee by the Required Noteholders with respect to the Series 2005-2 Notes; or


 


(o)                                 any
representation made by HVF in the Indenture or any Related Document is false
and such false representation materially and adversely affects the interests of
the Series 2005-2 Noteholders or the Insurer and such false representation is
not cured for a period of thirty (30) days after the earlier of (i) the date on
which HVF obtains knowledge thereof or (ii) the date that written notice
thereof is given to HVF by the Trustee or to HVF and the Trustee by the
Required Noteholders with respect to the Series 2005-2 Notes.


 


In the case of


 


(i)                                     any
event described in clauses (a) through (l) above, an Amortization
Event with respect to the Series 2005-2 Notes will immediately occur without
any notice or other action on the part of the Trustee or any Series 2005-2
Noteholder or


 


(ii)                                  any
event described in clauses (m) through (o) above, either the
Trustee may, by written notice to HVF or the Required Noteholders with respect
to the Series 2005-2 Notes may, by written notice to HVF and the Trustee
declare that an Amortization Event with respect to the Series 2005-2 Notes has
occurred as of the date of the notice.


 


Amortization Events with respect to the Series 2005-2
Notes described in clauses (j) and (k) above will not be subject
to waiver. An Amortization Event with respect to the Series 2005-2 Notes
described in clauses (a) through (i) and clauses (l)
through (o) above will be subject to waiver in accordance with Section
9.4 of the Base Indenture.


 


Notwithstanding anything herein to the contrary, an
Amortization Event with respect to the Series 2005-2 Notes described in clause
(l) above shall be curable at any time.


 


148

















 


ARTICLE IV


 


RESERVED


 


ARTICLE V


 


FORM OF SERIES 2005-2
NOTES


 


Section 5.1.                                   Initial
Issuance of Series 2005-2 Notes. The Class A Notes are being offered and
sold by HVF pursuant to the Class A Purchase Agreement. The Class B Notes may
be offered and sold on any Series 2005-2 Class B Notes Closing Date by HVF
pursuant to a Class B Purchase Agreement. The Series 2005-2 Notes will be
resold initially only (A) to qualified institutional buyers (as defined in Rule
144A) (“QIBs”) in reliance on Rule 144A and (B) to Persons other than
U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The
Series 2005-2 Notes may thereafter be transferred to QIBs or purchasers in
reliance on Regulation S in accordance with the procedure described herein. The
Series 2005-2 Notes will initially be issued in the form of Definitive Notes without interest coupons and may be transferred
or exchanged for other Series 2005-2 Notes in the form of Book-Entry
Notes or in the form of Definitive Notes, as provided in Annex B hereto.
DTC will be the Depository for any Series 2005-2 Notes which are in the form of
Book-Entry Notes. The provisions of the rules and procedures of DTC, the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of
Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream (the “Applicable Procedures”) shall be
applicable to transfers of beneficial interests in the Series 2005-2 Notes
which are in the form of Book-Entry Notes.


 


Section 5.2.                                   Restricted
Notes.


 


(a)                                  Restricted
Certificated Notes. On the Series 2005-2 Closing Date, the Series 2005-2
Notes will be initially issued to the Initial Purchasers in the form of Definitive Notes in fully registered form without
interest coupon, substantially in the form set forth in Exhibits
A-1-1-C, A-2-1-C, A-3-1-C, A-4-1-C, A-5-1-C and
A-6-1-C, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Series Supplement (the “Restricted
Certificated Notes”). The Restricted Certificated Notes may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Restricted Certificated Notes, as evidenced by their
execution of the Restricted Certificated Notes. The Restricted Certificated
Notes may be produced in any manner, all as determined by the officers
executing such Restricted Certificated Notes, as evidenced by their execution
of such Restricted Certificated Notes. Prior to the DTC Closing Availability,
the aggregate initial principal amount of the Restricted Certificated Note may
from time to time be increased or decreased by the issuance of replacement
Restricted Certificated Notes, in connection with an exchange or transfer of a
Restricted Certificated Note, as provided in Annex B hereto. Upon the
occurrence of the DTC Closing Availability, all Restricted Certificated Notes
shall immediately without any [notice or other] action on the part of any
Noteholder be exchanged or transferred for Series 2005-2 Notes in the form of
one or


 


149

















 


more Restricted Global
Notes or Regulation S Global Notes in accordance with Annex B hereto.


 


(b)                                 Restricted
Global Notes. Each Class of Series 2005-2 Notes may be issued in the form
of one or more global notes in fully registered form, without coupons,
substantially in the form set forth in Exhibits A-1-1, A-2-1, A-3-1,
A-4-1, A-5-1, A-6-1, A-7-1,  A-8-1, A-9-1,
A-10-1, A-11-1 and A-12-1 respectively, registered in the
name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of
DTC (collectively, the “Restricted Global Notes”). The aggregate initial
principal amount of the Restricted Global Notes may from time to time be
increased or decreased by adjustments made on the records of BNY MTC, as custodian
for DTC, in connection with a corresponding decrease or increase in the
aggregate initial principal amount of the corresponding class of Regulation S
Global Notes or the Unrestricted Global Notes, as hereinafter provided.


 


Section 5.3.                                   Regulation
S Notes.


 


(a)                                  Regulation
S Certificated Notes and Unrestricted Certificated Notes. Prior to the DTC
Closing Availability, each Class of the Series 2005-2 Notes offered and sold in
reliance upon Regulation S may be issued in the form of one or more definitive Notes in fully registered form without
interest coupons, substantially in the form set forth in Exhibits
A-1-2-C, A-2-2-C, A-3-2-C, A-4-2-C, A-5-2-C and
A-6-2-C, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Series Supplement. Until
such time as the Restricted Period shall have terminated, such Series 2005-2
Notes shall be referred to herein collectively as the “Regulation S
Certificated Notes”. The Regulation S Certificated Notes may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Regulation S Certificated Notes, as evidenced by their
execution of the Regulation S Certificated Notes. The Regulation S Certificated
Notes may be produced in any manner, all as determined by the officers
executing such Regulation S Certificated Notes, as evidenced by their execution
of such Regulation S Certificated Notes. After such time as the Restricted
Period shall have terminated with respect to any Series 2005-2 Note, such
Series 2005-2 Notes shall be exchangeable, in whole or in part, for interests in
one or more permanent certificated notes in
fully registered form without interest coupons, substantially in the
forms set forth in Exhibits A-1-3-C, A-2-3-C, A-3-3-C, A-4-3-C,
A-5-3-C and A-6-3-C as hereinafter provided (collectively, the “Unrestricted
Certificated Notes”, and together with the Regulation S Certificated Notes
and the Restricted Certificated Notes, the “Certificated Notes”). The
Unrestricted Certificated Notes may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such
Unrestricted Certificated


 


150

















 


Notes, as evidenced by
their execution of the Unrestricted Certificated Notes. The Unrestricted
Certificated Notes may be produced in any manner, all as determined by the
officers executing such Unrestricted Certificated Notes, as evidenced by their
execution of such Unrestricted Certificated Notes. The aggregate principal
amount of the Regulation S Certificated Notes or the Unrestricted Certificated
Notes may from time to time be increased or decreased by the issuance of
replacement Regulation S Certificated Notes or the Unrestricted Certificated
Notes, as applicable, in connection with an exchange or transfer of the
Regulation S Certificated Notes or the Unrestricted Certificated Notes, as
hereinafter provided.


 


(b)                                 Regulation
S Global Notes and Unrestricted Global Notes. Each Class of the Series
2005-2 Notes offered and sold in reliance upon Regulation S may be issued in
the form of one or more global notes in fully registered form, without coupons,
substantially in the forms set forth in Exhibits A-1-2, A-2-2, A-3-2,
A-4-2, A-5-2 and A-6-2, and any Class B Notes offered and
sold on a Series 2005-2 Class B Notes Closing Date in reliance upon Regulation
S will be issued in the form of one or more global notes in fully registered
form, without coupons, substantially in the forms set forth in Exhibits  A-7-2,
A-8-2, A-9-2, A-10-2, A-11-2 and A-12-2, in
each case registered in the name of Cede, as nominee of DTC, and deposited with
BNY MTC, as custodian of DTC, for credit to the respective accounts at DTC of
the designated agents holding on behalf of Euroclear and Clearstream. Until
such time as the Restricted Period shall have terminated, such Series 2005-2
Notes shall be referred to herein collectively as the “Regulation S Global
Notes”. After such time as the Restricted Period shall have terminated with
respect to any Series 2005-2 Note, such Series 2005-2 Notes shall be
exchangeable, in whole or in part, for interests in one or more permanent
global notes in registered form without interest coupons, substantially in the
forms set forth in Exhibits A-1-3, A-2-3, A-3-3, A-4-3,
A-5-3, A-6-3, A-7-3, A-8-3, A-9-3, A-10-3,
A-11-3 and A-12-3 as hereinafter provided (collectively, the “Unrestricted
Global Notes”). The aggregate principal amount of the Regulation S Global
Notes or the Unrestricted Global Notes may from time to time be increased or
decreased by adjustments made on the records of BNY MTC, as custodian for DTC,
in connection with a corresponding decrease or increase of aggregate principal
amount of the corresponding Restricted Global Notes, as hereinafter provided.


 


Section 5.4.                                   Transfer
Restrictions.


 


(a)                                  A
Series 2005-2 Global Note may not be transferred, in whole or in part, to any
Person other than DTC or a nominee thereof, or to a successor Depository or to
a nominee of a successor Depository, and no such transfer to any such other
Person may be registered; provided, however, that this Section
5.4(a) shall not prohibit any transfer of a Series 2005-2 Note that is
issued in exchange for a Series 2005-2 Global Note in accordance with Section
2.13 of the Base Indenture and shall not prohibit any transfer of a
beneficial interest in a Series 2005-2 Global Note effected in accordance with
the other provisions of this Section 5.4.


 


(b)                                 The
transfer by a Series 2005-2 Note Owner holding a beneficial interest in a
Restricted Global Note to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Restricted Global Note shall be made upon
the deemed representation of the transferee that it is purchasing for its own
account or an account


 


151

















 


with
respect to which it exercises sole investment discretion and that it and any
such account is a QIB, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding HVF as such transferee has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


(c)                                  If
a Series 2005-2 Note Owner holding a beneficial interest in a Restricted Global
Note wishes at any time to exchange its interest in such Restricted Global Note
for an interest in the “Regulation S Global Note”), or to transfer such
interest to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the Regulation S Global Note, such exchange or transfer
may be effected, subject to the Applicable Procedures, only in accordance with
the provisions of this Section 5.4(c). Upon receipt by the Registrar, at
the office of the Registrar, of (i) written instructions given in accordance
with the Applicable Procedures from a Clearing Agency Participant directing the
Registrar to credit or cause to be credited to a specified Clearing Agency
Participant’s account a beneficial interest in the Regulation S Global Note, in
a principal amount equal to that of the beneficial interest in such Restricted
Global Note to be so exchanged or transferred, (ii) a written order given in
accordance with the Applicable Procedures containing information regarding the
account of the Clearing Agency Participant (and the Euroclear or Clearstream
account, as the case may be) to be credited with, and the account of the
Clearing Agency Participant to be debited for, such beneficial interest and
(iii) a certificate in substantially the form set forth in Exhibit F-1
given by the Series 2005-2 Note Owner holding such beneficial interest in such
Restricted Global Note, the Registrar shall instruct BNY MTC, as custodian of
DTC, to reduce the principal amount of the Restricted Global Note, and to
increase the principal amount of the Regulation S Global Note, by the principal
amount of the beneficial interest in such Restricted Global Note to be so
exchanged or transferred, and to credit or cause to be credited to the account
of the Person specified in such instructions (which shall be the Clearing
Agency Participant for Euroclear or Clearstream or both, as the case may be) a
beneficial interest in the Regulation S Global Note having a principal amount
equal to the amount by which the principal amount of such Restricted Global
Note was reduced upon such exchange or transfer.


 


(d)                                 If
a Series 2005-2 Note Owner holding a beneficial interest in a Restricted Global
Note wishes at any time to exchange its interest in such Restricted Global Note
for an interest in the Unrestricted Global Note, or to transfer such interest
to a Person who wishes to take delivery thereof in the form of a beneficial
interest in the Unrestricted Global Note, such exchange or transfer may be
effected, subject to the Applicable Procedures, only in accordance with the
provisions of this Section 5.4(d). Upon receipt by the Registrar, at the
office of the Registrar, of (A) written instructions given in accordance with
the Applicable Procedures from a Clearing Agency Participant directing the
Registrar to credit or cause to be credited to a specified Clearing Agency
Participant’s account a beneficial interest in the Unrestricted Global Note in
a principal amount equal to that of the beneficial interest in such Restricted
Global Note to be so


 


152

















 


exchanged
or transferred, (ii) a written order given in accordance with the Applicable
Procedures containing information regarding the account of the Clearing Agency
Participant (and the Euroclear or Clearstream account, as the case may be) to
be credited with, and the account of the Clearing Agency Participant to be
debited for, such beneficial interest and (iii) a certificate in substantially
the form of Exhibit F-2 given by the Series 2005-2 Note Owner holding
such beneficial interest in such Restricted Global Note, the Registrar shall
instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such
Restricted Global Note, and to increase the principal amount of the
Unrestricted Global Note, by the principal amount of the beneficial interest in
such Restricted Global Note to be so exchanged or transferred, and to credit or
cause to be credited to the account of the Person specified in such
instructions (which shall be the Clearing Agency Participant for Euroclear or
Clearstream or both, as the case may be) a beneficial interest in the
Unrestricted Global Note having a principal amount equal to the amount by which
the principal amount of such Restricted Global Note was reduced upon such
exchange or transfer.


 


(e)                                  If
a Series 2005-2 Note Owner holding a beneficial interest in a Regulation S
Global Note or an Unrestricted Global Note wishes at any time to exchange its
interest in such Regulation S Global Note or such Unrestricted Global Note for
an interest in the Restricted Global Note, or to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in the Restricted Global Note, such exchange or transfer may be effected,
subject to the Applicable Procedures, only in accordance with the provisions of
this Section 5.4(e). Upon receipt by the Registrar, at the office of the
Registrar, of (i) written instructions given in accordance with the Applicable
Procedures from a Clearing Agency Participant directing the Registrar to credit
or cause to be credited to a specified Clearing Agency Participant’s account a
beneficial interest in the Restricted Global Note in a principal amount equal
to that of the beneficial interest in such Regulation S Global Note or such
Unrestricted Global Note, as the case may be, to be so exchanged or
transferred, (ii) a written order given in accordance with the Applicable
Procedures containing information regarding the account of the Clearing Agency
Participant (and the Euroclear or Clearstream account, as the case may be) to be
credited with, and the account of the Clearing Agency Participant to be debited
for, such beneficial interest and (iii) with respect to a transfer of a
beneficial interest in such Regulation S Global Note (but not such Unrestricted
Global Note), a certificate in substantially the form set forth in Exhibit
F-3 given by such Series 2005-2 Note Owner holding such beneficial interest
in such Regulation S Global Note, the Registrar shall instruct BNY MTC, as
custodian of DTC, to reduce the principal amount of such Regulation S Global
Note or such Unrestricted Global Note, as the case may be, and to increase the
principal amount of the Restricted Global Note, by the principal amount of the
beneficial interest in such Regulation S Global Note or such Unrestricted
Global Note to be so exchanged or transferred, and to credit or cause to be
credited to the account of the Person specified in such instructions (which
shall be the Clearing Agency Participant for DTC) a beneficial interest in the
Restricted Global Note having a principal amount equal to the amount by which
the principal amount of such Regulation S Global


 


153

















 


Note
or such Unrestricted Global Note, as the case may be, was reduced upon such
exchange or transfer.


 


(f)                                    In
the event that a Series 2005-2 Global Note or any portion thereof is exchanged
for Series 2005-2 Notes other than Series 2005-2 Global Notes, such other
Series 2005-2 Notes may in turn be exchanged (upon transfer or otherwise) for
Series 2005-2 Notes that are not Series 2005-2 Global Notes or for a beneficial
interest in a Series 2005-2 Global Note (if any is then outstanding) only in
accordance with such procedures, which shall be substantially consistent with
the provisions of Sections 5.4(a) through Section 5.4(e) and Section
5.4(g) of this Series Supplement (including the certification requirement
intended to ensure that transfers and exchanges of beneficial interests in a
Series 2005-2 Global Note comply with Rule 144A or Regulation S under the
Securities Act, as the case may be) and any Applicable Procedures, as may be
adopted from time to time by HVF and the Registrar.


 


(g)                                 Until
the termination of the Restricted Period with respect to any Series 2005-2
Note, interests in the Regulation S Global Notes representing such Series
2005-2 Note may be held only through Clearing Agency Participants acting for
and on behalf of Euroclear and Clearstream; provided, that this Section
5.4(g) shall not prohibit any transfer in accordance with Section 5.4(d)
of this Series Supplement. After the expiration of the applicable Restricted
Period, interests in the Unrestricted Global Notes may be transferred without
requiring any certifications.


 


(h)                                 The
Series 2005-2 Notes shall bear the following legends to the extent indicated:


 


(i)                                     The
Restricted Global Notes and the Restricted Certificated Notes shall bear the
following legend:


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR WITH ANY STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY
(A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE


 


154

















 


SECURITIES ACT, SUBJECT
TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO IT.


 


(ii)                                  The
Regulation S Global Notes and the Regulation S Certificated Notes shall bear
the following legend:


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE
OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE
NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE
OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE
HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES
THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR
THE BENEFIT OF HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS NOTE MAY BE
TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND
POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES,
AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2)
PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO
HVF.


 


(iii)                               The Series 2005-2 Global
Notes shall bear the following legends:


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK
CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS
NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.


 


155

















 


UNLESS THIS NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC TO HVF OR THE REGISTRAR, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE
& CO., HAS AN INTEREST HEREIN.


 


(iv)                              The
required legends set forth above shall not be removed from the applicable
Series 2005-2 Notes except as provided herein. The legend required for a
Restricted Note may be removed from such Restricted Note if there is delivered
to HVF and the Registrar such satisfactory evidence, which may include an
Opinion of Counsel as may be reasonably required by HVF that neither such
legend nor the restrictions on transfer set forth therein are required to
ensure that transfers of such Series 2005-2 Note will not violate the registration
requirements of the Securities Act. Upon provision of such satisfactory
evidence, the Trustee at the direction of HVF shall authenticate and deliver in
exchange for such Restricted Note a Series 2005-2 Note or Series 2005-2 Notes
having an equal aggregate principal amount that does not bear such legend. If
such a legend required for a Restricted Note has been removed from a Series
2005-2 Note as provided above, no other Series 2005-2 Note issued in exchange
for all or any part of such Series 2005-2 Note shall bear such legend, unless
HVF has reasonable cause to believe that such other Series 2005-2 Note is a “restricted
security” within the meaning of Rule 144 under the Securities Act and instructs
the Trustee to cause a legend to appear thereon.


 


(i)                                     HVF
shall take all actions that are required, necessary or desirable to cause the
DTC Closing Availability to occur as soon as practicable unless otherwise
directed by the Series 2005-2 Noteholders.


 


ARTICLE VI


 


GENERAL


 


Section 6.1.                                   Optional
Redemption of Series 2005-2 Notes. (a) HVF may, at its option, redeem any
Class of Series 2005-2 Notes as a whole on any Payment Date on which the Class
A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount,
the Class A-3 Outstanding Principal Amount, the Class A-4 Outstanding Principal
Amount, the Class A-5 Outstanding Principal Amount, the Class A-6 Outstanding
Principal Amount, the Class B-1 Principal Amount, the Class B-2 Principal
Amount, the Class B-3 Principal Amount, the Class B-4 Principal Amount, the
Class B-5 Principal Amount or the Class B-6 Principal Amount, as the case may
be, is equal to or less than 10% of the Initial Class A-1 Principal Amount, the
Initial Class A-2


 


156

















 


Principal Amount, the
Initial Class A-3 Principal Amount, the Initial Class A-4 Principal Amount, the
Initial Class A-5 Principal Amount, the Initial Class A-6 Principal Amount, the
Initial Class B-1 Principal Amount, the Initial Class B-2 Principal Amount, the
Initial Class B-3 Principal Amount, the Initial Class B-4 Principal Amount, the
Initial Class B-5 Principal Amount or the Initial Class B-6 Principal Amount,
as the case may be, with funds deposited in the Series 2005-2 Distribution
Account pursuant to Section 2.2 of this Series Supplement, at 100% of
the principal amount thereof, plus accrued and unpaid interest thereon; provided,
however, as a condition precedent to any redemption, HVF shall pay to
the Insurer all Insurer Fees and all other Insurer Reimbursement Amounts due
and payable, to each Interest Rate Hedge Provider all amounts due and owing to
such Interest Rate Hedge Provider under its related Series 2005-2 Interest Rate
Hedge and to Ford, all unpaid Ford Reimbursement Obligations.


 


(b)                                 If
HVF elects to redeem any Class of the Series 2005-2 Notes pursuant to the
provisions of Section 6.1(a), it shall notify the Trustee in writing at
least 30 days prior to the intended date of redemption of (i) such intended
date of redemption, (ii) the Series 2005-2 Notes subject to redemption and
(iii) the principal amount of the Series 2005-2 Notes to be redeemed. Upon
receipt of a notice of redemption from HVF, the Trustee shall give notice of
such redemption in the manner provided in Section 13.1 of the Base
Indenture to the Series 2005-2 Noteholders of the Series 2005-2 Notes to be
redeemed. Such notice shall be given not less than ten (10) days prior to the
intended date of redemption.


 


Section 6.2.                                   Information.
On or before the fourth Business Day prior to each Payment Date (unless
otherwise agreed to by the Trustee), HVF shall cause the Administrator to
furnish to the Trustee a Monthly Noteholders’ Statement with respect to the
Series 2005-2 Notes, substantially in the form of Exhibit G, setting
forth, inter alia, the following information:


 


(i)                                     the
total amount available to be distributed to Series 2005-2 Noteholders on such
Payment Date;


 


(ii)                                  the
amount of such distribution allocable to the payment of principal of each Class
of the Series 2005-2 Notes;


 


(iii)                               the amount of such
distribution allocable to the payment of interest on each Class of the Series
2005-2 Notes;


 


(iv)                              the
Class A-1 Carryover Controlled Amortization Amount, the Class A-2 Carryover
Controlled Amortization Amount, the Class A-3 Carryover Controlled Amortization
Amount, the Class A-4 Carryover Controlled Amortization Amount, the Class A-5
Carryover Controlled Amortization Amount, the Class A-6 Carryover Controlled
Amortization Amount, the Class B-1 Carryover Controlled Amortization Amount,
the Class B-2 Carryover Controlled Amortization Amount, the Class B-3 Carryover
Controlled Amortization Amount, the Class B-4 Carryover Controlled Amortization
Amount, the Class B-5


 


157

















 


Carryover
Controlled Amortization Amount or the Class B-6 Carryover Controlled
Amortization Amount, in each case, if any, for the Related Month;


 


(v)                                 the
Series 2005-2 Invested Percentage with respect to Interest Collections and with
respect to Principal Collections for the period from and including the second
Determination Date preceding such Payment Date to but excluding the
Determination Date immediately preceding such Payment Date;


 


(vi)                              the
Class A Enhancement Amount, the Class A Adjusted Enhancement Amount, the Class
A Liquidity Amount, the Class A Adjusted Liquidity Amount, the Class B
Enhancement Amount, the Class B Adjusted Enhancement Amount, the Class B
Liquidity Amount and the Class B Adjusted Liquidity Amount, in each case, if
any, as of the close of business on the last day of the Related Month;


 


(vii)                           whether, to the knowledge of
the Administrator, any Lien exists on any of the Collateral (other than
Permitted Liens);


 


(viii)                        whether, to the knowledge of
the Administrator, any Operating Lease Event of Default has occurred;


 


(ix)                                whether,
to the knowledge of the Administrator, any Amortization Event or Potential
Amortization Event with respect to the Series 2005-2 Notes has occurred;


 


(x)                                   the
Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency,
if any, as of the close of business on the last day of the Related Month;


 


(xi)                                the
Non-Eligible Vehicle Amount, the Class A Non-Eligible Vehicle Percentage, the
BBB-/Baa3 Vehicle Percentage, the BBB-/Baa3 EPM Amount, the BBB-/Baa3 Vehicle
Percentage Excess, the Mazda Vehicle Percentage Excess and the Class A
Non-Investment Grade Manufacturer Vehicle Percentage Excess as of the close of
business on the last day of the Related Month;


 


(xii)                             the Non-Eligible
Manufacturer Amount as of the close of business on the last day of the Related
Month;


 


(xiii)                          the Class A Required
Non-Eligible Vehicle Enhancement Percentage as of the close of business on the
last day of the Related Month and the Non-Program Vehicle Measurement Month
Average, if any, included in the calculation of such Class A Required
Non-Eligible Vehicle Enhancement Percentage;


 


158

















 


(xiv)                         the Class A Required
Enhancement Incremental Amount and the Class B Required Enhancement Incremental
Amount, if any, as of the close of business on the last day of the Related
Month;


 


(xv)                            the
Class A Required Liquidity Amount and the Class B Required Liquidity Amount, if
any, as of the close of business on the last day of the Related Month, and
whether a Class Liquidity Deficiency with respect to any Class of Series 2005-2
Notes existed and the amount thereof, in each case as of the close of business
on the last day of the Related Month;


 


(xvi)                         the Class A Required
Enhancement Amount and the Class B Required Enhancement Amount, if any, as of
the close of business on the last day of the Related Month, and whether a Class
Enhancement Deficiency with respect to any Class of Series 2005-2 Notes existed
and the amount thereof, in each case as of the close of business on the last
day of the Related Month;


 


(xvii)                      the Class A Required
Overcollateralization Amount, the Class A Overcollateralization Amount, the
Class B Required Overcollateralization Amount and the Class B
Overcollateralization Amount, in each case, if any, as of the close of business
on the last day of the Related Month;


 


(xviii)                   the Class A Required Reserve Account
Amount, the Class A Available Reserve Account Amount, the Class B Required
Reserve Account Amount and the Class B Available Reserve Account Amount, in each
case, if any, as of the close of business on the last day of the Related Month;


 


(xix)                           the percentage of all HVF
Vehicles, with respect to each Manufacturer, as of the close of business on the
last day of the Related Month which were Eligible Program Vehicles manufactured
by such Manufacturer;


 


(xx)                              the
percentage of all HVF Vehicles, with respect to each Manufacturer which is not
an Eligible Program Manufacturer, as of the close of business on the last day
of the Related Month which were Program Vehicles manufactured by such
Manufacturer;


 


(xxi)                           the percentage of all HVF
Vehicles, with respect to each Manufacturer, as of the close of business on the
last day of the Related Month which were Non-Program Vehicles manufactured by
such Manufacturer; and


 


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


 


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


 


159

















 


The Trustee shall provide to the Series 2005-2
Noteholders, or their designated agent, the Insurer and each Interest Rate
Hedge Provider copies of each Monthly Noteholders’ Statement.


 


Section 6.3.                                   Exhibits.
The following exhibits attached hereto supplement the exhibits included in the
Indenture.


 


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  
	
  Exhibit
  A-6-1-C: Form of Restricted Certificated Class A-6 Note

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

  
	
  Exhibit
  A-6-2-C: Form of Regulation S Certificated Class A-6 Note

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

  
	
  Exhibit
  A-6-3-C: Form of Unrestricted Certificated Class A-6 Note

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

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

  



 


160

















 


	
  Exhibit
  A-7-3: Form of Unrestricted Global Class B-1 Note

  
	
  Exhibit
  A-8-1: Form of Restricted Global Class B-2 Note

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

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

  
	
  Exhibit
  A-9-1: Form of Restricted Global Class B-3 Note

  
	
  Exhibit
  A-9-2: Form of Regulation S Global Class B-3 Note

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

  
	
  Exhibit
  A-10-1: Form of Restricted Global Class B-4 Note

  
	
  Exhibit
  A-10-2: Form of Regulation S Global Class B-4 Note

  
	
  Exhibit
  A-10-3: Form of Unrestricted Global Class B-4 Note

  
	
  Exhibit
  A-11-1: Form of Restricted Global Class B-5 Note

  
	
  Exhibit
  A-11-2: Form of Regulation S Global Class B-5 Note

  
	
  Exhibit
  A-11-3: Form of Unrestricted Global Class B-5 Note

  
	
  Exhibit
  A-12-1: Form of Restricted Global Class B-6 Note

  
	
  Exhibit
  A-12-2: Form of Regulation S Global Class B-6 Note

  
	
  Exhibit
  A-12-3: Form of Unrestricted Global Class B-6 Note

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

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

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

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

  
	
  Exhibit
  C:

  	
  Form
  of Lease Payment Deficit Notice

  
	
  Exhibit
  D-1-1: 

  	
  Form
  of Class A Ford Letter of Credit Reduction Notice

  
	
  Exhibit
  D-1-2: 

  	
  Form
  of Class A Ford Letter of Credit Termination Notice

  
	
  Exhibit
  D-2: 

  	
  Form of Class A Non-Ford Letter of Credit
  Reduction Notice

  
	
  Exhibit
  D-3-1: 

  	
  Form
  of Class B Ford Letter of Credit Reduction Notice

  
	
  Exhibit
  D-3-2: 

  	
  Form
  of Class B Ford Letter of Credit Termination Notice

  
	
  Exhibit
  D-4: 

  	
  Form of Class B Non-Ford Letter of Credit
  Reduction Notice

  
	
  Exhibit
  E: 

  	
  Reserved

  
	
  Exhibit
  F-1: 

  	
  Form
  of Transfer Certificate

  
	
  Exhibit
  F-2: 

  	
  Form
  of Transfer Certificate

  
	
  Exhibit
  F-3: 

  	
  Form
  of Transfer Certificate

  
	
  Exhibit
  G: 

  	
  Form
  of Monthly Noteholders’ Statement

  
	
  Exhibit
  H: 

  	
  Form
  of Series 2005-2 Demand Note

  
	
  Exhibit
  I: 

  	
  Form
  of Transfer Certificate for Certificated Notes

  



 


Section 6.4.                                   Ratification
of Base Indenture. As supplemented by this Series Supplement, the Base
Indenture is in all respects ratified and confirmed and the Base Indenture as
so supplemented by this Series Supplement shall be read, taken, and construed
as one and the same instrument.


 


Section 6.5.                                   Notice
to Insurer, Rating Agencies, Interest Rate Hedge Provider and Ford. The
Trustee shall provide to the Insurer, each Rating Agency and each Interest Rate
Hedge Provider a copy of each notice to the Series 2005-2 Noteholders, Opinion
of Counsel and Officer’s Certificate delivered to the Trustee


 


161

















 


pursuant to this Series
Supplement or any other Related Document. Each such Opinion of Counsel to be
delivered to the Insurer shall be addressed to the Insurer, shall be from
counsel reasonably acceptable to the Insurer and shall be in form and substance
reasonably acceptable to the Insurer. The Trustee shall provide notice to each
Rating Agency of any consent by the Insurer to the waiver of the occurrence of
any Series 2005-2 Limited Liquidation Event of Default. In addition, only for
so long as the Ford LOC Exposure Amount is greater than zero, the Trustee shall
provide to Ford a copy of each report, notice and other information provided to
the Series 2005-2 Noteholders pursuant to this Series Supplement or any other
Related Document. All such notices, opinions, certificates or other items to be
delivered to the Insurer shall be forwarded to Ambac Assurance Corporation, One
State Street Plaza, New York, New York 10004, Attention: General Counsel,
Facsimile No.: (212) 208-3566, Confirmation No.: (212) 668-0430. All such
notices, opinions, certificates or other items to be delivered to the Interest
Rate Hedge Provider shall be forwarded to the address specified for notices in
the Series 2005-2 Interest Rate Hedge. All such notices, opinions, certificates
or other items to be delivered to Ford shall be forwarded to Ford Motor
Company, 1 American Road, Dearborn, MI 48126 Attention: Director – Global
Banking, Facsimile No.: (313) 594-0110.


 


Section 6.6.                                   Insurer
Deemed Class A Noteholder and Secured Party. Except for any period during
which an Insurer Default is continuing, the Insurer shall be deemed to be the
holder of 100% of the Class A Notes for the purposes of giving any consents,
waivers, approvals, instructions, directions, declarations, notices and/or
taking any other action pursuant to the Base Indenture, this Series Supplement
and the other Related Documents. Any reference in the Base Indenture or the
Related Documents to materially, adversely, or detrimentally affecting the
rights or interests of the Noteholders, or words of similar meaning, shall be
deemed, for purposes of the Class A Notes, to refer to the rights or interests
of the Insurer. In addition, the Insurer shall constitute an “Enhancement
Provider” with respect to the Series 2005-2 Notes for all purposes under the
Base Indenture, the other Related Documents and the Insurance Agreement shall
constitute an “Enhancement Agreement” with respect to the Series 2005-2 Notes
for all purposes under the Base Indenture and the other Related Documents. Furthermore,
the Insurer shall be deemed to be a “Secured Party” under the Base Indenture
and the Related Documents to the extent of amounts payable to the Insurer
pursuant to this Series Supplement. Moreover, wherever in the Related Documents
money or other property is assigned, conveyed, granted or held for, a filing is
made for, action is taken for or agreed to be taken for, or a representation or
warranty is made for, the benefit of the Class A Noteholders, the Insurer shall
be deemed to be the Class A Noteholders with respect to 100% of the Series
2005-2 Notes for such purposes. In addition, all provisions of this Series
Supplement (i) requiring the consent (written or otherwise), approval, advice
or satisfaction of the Insurer, (ii) requiring notice to be provided to the
Insurer, (iii) requiring any other action or involvement on the part of the
Insurer, (iv) granting to the Insurer any rights or remedies, (v) taking into
consideration the interests of the Insurer, or the effect of any event or
action on the Insurer or (vi) permitting the Insurer to take any actions, in
each case shall no longer have any effect at any time after the Class A Notes


 


162

















 


have been paid in full
and the Insurer has been paid all Insurer Fees and all other Insurer
Reimbursement Amounts due under the Insurance Agreement.


 


Section 6.7.                                   Third
Party Beneficiary. Each of the Insurer, Ford, in its capacity as
accountholder of a Series 2005-2 Ford Letter of Credit, and each Interest Rate
Hedge Provider is an express third party beneficiary of (i) the Base Indenture
to the extent of provisions relating to any Enhancement Provider, in the case
of the Insurer and the Series 2005-2 Interest Rate Hedge Provider, or to the
extent of the provisions relating to Ford, in the case of Ford and (ii) this
Series Supplement.


 


Section 6.8.                                   Prior
Notice by Trustee to Insurer. Subject to Section 10.1 of the Base
Indenture, except for any period during which an Insurer Default is continuing,
the Trustee agrees that so long as no Amortization Event shall have occurred
and be continuing with respect to any Series of Notes, other than the Series
2005-2 Notes, it shall not exercise any rights or remedies available to it as a
result of the occurrence of an Amortization Event with respect to the Series
2005-2 Notes (except those set forth in clauses (j) and (k) of Article
III of this Series Supplement) until after the Trustee has given prior
written notice thereof to the Insurer and obtained the direction of the
Insurer, so long as the Insurer, through operation of Section 6.6 of
this Series Supplement, constitutes the Required Noteholders of the Series
2005-2 Notes. The Trustee agrees to notify the Insurer promptly following any
exercise of rights or remedies available to it as a result of the occurrence of
an Amortization Event with respect to the Series 2005-2 Notes.


 


Section 6.9.                                   Subrogation.
In furtherance of and not in limitation of the Insurer’s equitable right of
subrogation, each of the Trustee and HVF acknowledge that, to the extent of any
payment made by the Insurer under the Insurance Policy with respect to interest
on or principal of the Series 2005-2 Notes, the Insurer is to be fully
subrogated to the extent of such payment and any additional interest due on any
late payment to the rights of the Series 2005-2 Noteholders under the Indenture.
Each of HVF and the Trustee agree to such subrogation and, further, agree to
take such actions as the Insurer may reasonably request to evidence such
subrogation.


 


Furthermore,
in furtherance of and not in limitation of Ford’s equitable right of
subrogation, each of the Trustee and HVF acknowledge that, to the extent that
Ford LOC Disbursements or amounts on deposit in the Class A Ford Cash Collateral
Account or Class B Ford Cash Collateral Account are applied to pay interest on
or principal of the Series 2005-2 Notes and Ford has reimbursed the applicable
Series 2005-2 Letter of Credit Providers for such Ford LOC Disbursements or
such amounts deposited in the Class A Ford Cash Collateral Account or the Class
B Ford Cash Collateral Account, Ford is to be fully subrogated to the extent of
such payment under the Indenture; provided such rights shall be
subordinated in all respects to the rights of subrogation of the Insurer set
forth in the preceding paragraph and to the rights of the Noteholders to the
payment in full of all amounts owing to them under the Indenture. Each of HVF
and the Trustee agree to such subrogation and, further, agree to take such
actions as Ford may reasonably request to evidence such subrogation.


 


163

















 


Section 6.10.                             Counterparts.
This Series Supplement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.


 


Section 6.11.                             Governing
Law. This Series Supplement shall be
construed in accordance with the law of the State of New York, and the obligations,
rights and remedies of the parties hereto shall be determined in accordance
with such law.


 


Section 6.12.                             Amendments.
This Series Supplement and any Class B Notes Term Sheet may be modified or
amended from time to time in accordance with the terms of the Base Indenture, provided,  that if, pursuant to the terms of the Base
Indenture or this Series Supplement, the consent of the Required Noteholders is
required for an amendment or modification of this Series Supplement, such
requirement shall be satisfied if such amendment or modification is consented
to by the Required Noteholders with respect to the Series 2005-2 Notes; provided,
further, that, if the consent of the Required Noteholders with respect
to the Series 2005-2 Notes is required for a proposed amendment or modification
of this Series Supplement that does not affect in any material respect one or
more Classes of the Series 2005-2 Notes (as evidenced by an Officer’s
Certificate to such effect), then such requirement shall be satisfied if such amendment
or modification is consented to by the Series 2005-2 Noteholders representing
more than 50% of the aggregate outstanding principal amount of the Classes of
the Series 2005-2 Notes affected by such amendment or modification (without the
necessity of obtaining the consent of the Series 2005-2 Noteholders holding the
Classes of the Series 2005-2 Notes not affected by such amendment or
modification); provided, further, that for so long as any Class B
Notes are outstanding, any amendment to any of the Related Documents that (i)
pursuant to the terms of the Base Indenture would require the consent of the
Required Noteholders with respect to the Series 2005-2 Notes and (ii) would
result in a reduction in the amount of Rent payable under the Lease or would otherwise
have the effect of reducing the Enhancement available to the Class B Notes
shall require the consent of Class B Noteholders holding more than 50% of the
Class B Notes. Any amendment to this Series Supplement that adversely affects
in any material respect the interests of an Interest Rate Hedge Provider shall
require the prior written consent of such Interest Rate Hedge Provider. For so
long as the Ford LOC Exposure Amount is greater than zero, any amendment to any
provision of this Series Supplement shall be subject to Section 6.17 of
this Series Supplement. Furthermore, for so long as any Class A Notes are
Outstanding, any amendment, waiver or other modification pursuant to Section
12.2(iii) of the Base Indenture shall require the prior written consent of the
Insurer, such consent not to be unreasonably withheld or delayed.


 


Section 6.13.                             Termination
of Series Supplement. This Series Supplement shall cease to be of further
effect when (i) all Outstanding Series 2005-2 Notes theretofore authenticated
and issued have been delivered (other than destroyed, lost, or stolen Series
2005-2 Notes which have been replaced or paid) to the Trustee for cancellation,
(ii) HVF has paid all sums payable hereunder, (iii) the Insurer has been paid
all Insurer Fees and all other Insurer Reimbursement Amounts due under the
Insurance Agreement, (iv) each Interest Rate Hedge Provider has been paid all
amounts due and


 


164

















 


owing to it from HVF
under its Series 2005-2 Interest Rate Hedge, (v) Ford has been paid all amounts
payable to it hereunder and no amounts are required hereby to be retained in
any Series Account with respect to the Series 2005-2 Notes and (vi) the Series
2005-2 Demand Note Payment Amount is equal to zero or the Class A Non-Ford
Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit
Liquidity Amount are each equal to zero.


 


Section 6.14.                             Discharge
of Indenture. Notwithstanding anything to the contrary contained in the
Base Indenture, so long as this Series Supplement shall be in effect in
accordance with Section 6.13 of this Series Supplement, no discharge of
the Indenture pursuant to Section 11.1(b) of the Base Indenture shall be
effective as to the Series 2005-2 Notes without the consent of the Required
Noteholders with respect to the Series 2005-2 Notes.


 


Section 6.15.                             Effect
of Payment by Insurer. Anything in this Series Supplement to the contrary
notwithstanding, any payments of principal of or interest on the Class A Notes
that is made with moneys received pursuant to the terms of the Insurance Policy
shall not (except for the purpose of calculating the Class A-1 Outstanding
Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3
Outstanding Principal Amount, the Class A-4 Outstanding Principal Amount, the
Class A-5 Outstanding Principal Amount and the Class A-6 Outstanding Principal
Amount be considered payment of the Class A Notes by HVF. The Trustee
acknowledges that, without the need for any further action on the part of the
Insurer, (i) to the extent the Insurer makes payments, directly or indirectly,
on account of principal of or interest on, the Class A Notes to the Trustee for
the benefit of the Class A Noteholders or to the Class A Noteholders (including
any Preference Amounts as defined in the Insurance Policy), the Insurer will be
fully subrogated to the rights of such Class A Noteholders to receive such
principal and interest and will be deemed to the extent of the payments so made
to be a Class A Noteholder and (ii) the Insurer shall be paid principal and
interest in its capacity as a Class A Noteholder until all such payments by the
Insurer have been fully reimbursed, but only from the sources and in the manner
provided in this Series Supplement for payment of such principal and interest
and, in each case, only after the Class A Noteholders have received all
payments of principal and interest due to them under this Series Supplement on
the related Payment Date.


 


Section 6.16.                             Interest
Rate Hedge Provider Deemed Secured Party. Each Interest Rate Hedge Provider
shall constitute an “Enhancement Provider” with respect to the Series 2005-2
Notes for all purposes under the Base Indenture, the other Related Documents
and each Series 2005-2 Interest Rate Hedge shall constitute an “Enhancement
Agreement” with respect to the Series 2005-2 Notes for all purposes under the
Base Indenture and the other Related Documents. Furthermore, each Interest Rate
Hedge Provider shall be deemed to be a “Secured Party” under the Base Indenture
and the Related Documents to the extent of amounts payable to such Interest
Rate Hedge Provider under its Series 2005-2 Interest Rate Hedge and pursuant to
this Series Supplement.


 


165

















 


Section 6.17.                             Ford
Covenants. HVF hereby covenants and agrees with Ford that, only for so long
as the Ford LOC Exposure Amount is greater than zero:


 


(a)                                  Distributions
to HVF. No amounts will be distributed to HVF pursuant to any provision of
the Indenture if, after giving effect to that distribution, the Fleet Equity
Amount would be less than the Required Minimum Fleet Equity Amount.


 


(b)                                 Inspection
of Property, Books and Records. It will permit representatives of Ford to
visit and inspect any of its properties and to examine any of its books and
records, and to discuss its affairs, finances and accounts with the Servicer
and its officers, directors, employees and independent public accountants all
at such reasonable times and on reasonable notice and as often as may
reasonably be requested (but, prior to the occurrence of a Potential
Amortization Event or an Amortization Event, not more than twice in any year).


 


(c)                                  Other
Series Supplements. Each Series Supplement will provide for the payment of
Ford Reimbursement Obligations prior to any distribution or other release of
funds to HVF thereunder and prior to any payment of any termination payments
under Swap Agreements; provided, however, that on or prior to
January 6, 2006, the Series 2002-1 Supplement, dated as of September 18, 2002,
by and between HVF and the Trustee, as amended, supplemented or otherwise
modified from time to time, will not be required to provide for any payment of
Ford Reimbursement Obligations.


 


(d)                                 No
Amendments. It will not, without the prior written consent of Ford (which
consent shall not be unreasonably withheld or delayed), (i) extend or otherwise
modify the Three-Year Notes Expected Final Payment Date, the Four-Year Notes
Expected Final Payment Date, the Five-Year Notes Expected Final Payment Date,
the Three-Year Notes Legal Final Payment Date, the Four-Year Notes Legal Final
Payment Date or the Five-Year Notes Legal Final Payment Date, (ii) amend,
modify or waive Sections 2.2(d), (e) and (f), 2.3(d)
and (e), 2.5(a), (b), and (d), 2.7(e) and (f),
2.8(b), (c), (e), (f)(I), (g), (h), (i),
(j) and (k), 2.12, 2.13(e) and (f), 2.14(b),
(c), (e), (f)(I), (g), (h), (i), (j)
and (k), 2.16, 6.5, 6.7, 6.9  6.12, 6.13
and 6.17 of this Series Supplement or any other provision of the Series
2005-2 Supplement providing for drawings on the Series 2005-2 Letters of Credit
or withdrawals from the Class A Reserve Account or the Class B Reserve Account
or the payment by HVF of Ford Reimbursement Obligations or any terms used in
such provisions, (iii) amend, modify or waive the definitions of Fleet Equity
Amount, Fleet Equity Condition, or Required Minimum Fleet Equity Amount, or the
effect of the use of those terms to prohibit certain payments, (iv) amend,
modify or waive any of the provisions of any other Series Supplement providing
for the payment by HVF of Ford Reimbursement Obligations, (v) amend, modify or
waive the provisions of Sections 5.2(b) or 5.2(d) of the Base Indenture or (vi)
amend, modify or waive the Base Indenture, enter into any Series Supplement or
amend, modify or waive any Series Supplement in a manner that provides for an
invested percentage calculation that is different than that contained in the
Series Supplements relating to the Series of Notes being issued on the Series
2005-2 Closing Date.


 


166

















 


(e)                                  Outstanding
Letters of Credit. After the Series 2005-2 Closing Date, it will not,
without the prior written consent of Ford (which consent shall not be
unreasonably withheld or delayed) obtain a Class A Non-Ford Letter of Credit
for so long as any Class B Ford Letters of Credit remain outstanding.


 


Section 6.18.                             Issuances
of Class B Notes.


 


(a)                                  Notwithstanding
the inclusion of Class B Notes in this Series Supplement, no Class B Notes will
be issued on the Series 2005-2 Closing Date. Until such time as Class B Notes
are issued, all provisions relating to the Class B Notes (other than the
provisions of this Section 6.18) contained herein, shall be disregarded.
From time to time on any Distribution Date prior to the Expected Final Payment
Date for a Class of Class B Notes, HVF, subject to the conditions set forth in clause
(b) below, may issue Class B Notes of such Class.


 


(b)                                 Class
B Notes may be issued only upon satisfaction of the following conditions:


 


(i)                                     The
Trustee shall have received a Company Request at least two (2) Business Days
(or such shorter time as is acceptable to the Trustee) in advance of the
related Series 2005-2 Class B Notes Closing Date requesting that the Trustee
authenticate and deliver one or more Classes of Class B Notes specified in such
Company Request;


 


(ii)                                  The
Trustee shall have received a Company Order authorizing and directing the
authentication and delivery of one or more Classes of Class B Notes, to be
issued pursuant to this Series Supplement, as supplemented by the Class B Notes
Term Sheet with respect to such Class or Classes of Class B Notes, by the
Trustee and specifying the designation of such Class or Classes of Class B
Notes, the Initial Principal Amount (or the method for calculating the Initial
Principal Amount) of such Class or Classes of Class B Notes to be authenticated
and the Note Rate with respect to such Class or Classes of Class B Notes;


 


(iii)                               The Trustee shall have
received an Officer’s Certificate of HVF dated as of the applicable Series
2005-2 Class B Notes Closing Date to the effect that:


 


(A) no
Amortization Event, Limited Liquidation Event of Default, Potential
Amortization Event or Enhancement Deficiency with respect to any Series of
Notes Outstanding is continuing or will occur as a result of the issuance of
such Class or Classes of Class B Notes,


 


(B) no Liquidation
Event of Default, Aggregate Asset Amount Deficiency, Manufacturer Event of
Default, Operating Lease Event of Default, Potential Operating Lease Event of
Default or Potential Manufacturer


 


167

















 


Event of Default
is continuing or will occur as a result of the issuance of such Class or
Classes of Class B Notes, and


 


(C) all conditions
precedent provided in the Base Indenture and this Series Supplement with
respect to the authentication and delivery of such Class or Classes of Class B
Notes have been satisfied;


 


(iv)                              a
Class B Notes Term Sheet, substantially in the form of Annex A hereto,
shall have been executed by HVF and the Trustee;


 


(v)                                 the
Series 2005-2 Rating Agency Condition shall have been satisfied in respect of
the issuance of such Class or Classes of Class B Notes;


 


(vi)                              for
so long as any Class B Notes are Outstanding, one or more Series 2005-2
Interest Rate Hedges have been acquired from one or more Eligible Interest Rate
Hedge Provider in an aggregate initial notional amount equal to the aggregate
Principal Amount of the Class B Notes issued, each with a strike rate equal to
no more than 5.50% or as otherwise agreed by Fitch and each other Rating Agency
rating the Class B Notes and that otherwise satisfies Section 2.11 of
this Series Supplement;


 


(vii)                           the excess of the principal
amount of any of the Class B Notes over their issue price will not exceed the
maximum amount permitted under the Code without the creation of an original
issue discount,


 


(viii)                        the Trustee shall have received
opinions of counsel substantially similar to those received in connection with
the offering and sale of the Class A Notes, including without limitation,
opinions to the effect that:


 


(A) the Class B
Notes will be characterized as indebtedness for federal income tax purposes,


 


(B) the issuance
of the Class B Notes will not affect adversely the United States federal income
tax characterization of any Series of Notes outstanding or Class thereof that
was (based upon on Opinion of Counsel) characterized as debt at the time of
their issuance and HVF will not be classified as an association or as a
publicly traded partnership taxable as a corporation for United States federal
income tax purposes,


 


(C) all instruments furnished to the Trustee
conform to the requirements of the Base Indenture and this Series Supplement
and constitute all the documents required to be delivered hereunder and
thereunder for the Trustee to authenticate and deliver the Class B Notes, and
all conditions precedent provided for in the Base Indenture and this Series
Supplement with respect to the authentication and delivery of the Class B Notes
have been complied with,


 


168

















 


(D) the Class B Notes Term Sheet with respect to the Class or Classes
of Class B Notes being issued on such Series 2005-2 Class B Notes Closing Date
has been duly authorized, executed and delivered by HVF,


 


(E) the Class B Notes being issued on such Series 2005-2 Class B Notes
Closing Date have been duly authorized and executed and, when authenticated and
delivered in accordance with the provisions of the Base Indenture and this
Series Supplement, will constitute valid, binding and enforceable obligations
of HVF entitled to the benefits of the Base Indenture and this Series
Supplement, subject, in the case of enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally and to general principles of equity,


 


(F) each of the Class B Notes Term Sheets with respect
to Class B Notes being issued on such Series 2005-2 Class B Notes Closing Date
and this Series Supplement, as supplemented thereby, is a legal, valid and
binding agreement of HVF, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors’ rights generally and to general principles of equity; and


 


(vi)                              such
other documents, instruments, certifications, agreements or other items as the
Trustee may reasonably require.


 


169

















 


IN WITNESS WHEREOF, HVF and the Trustee have caused this
Series Supplement to be duly executed by their respective officers hereunto
duly authorized as of the day and year first above written.


 


	
   

  	
  HERTZ
  VEHICLE FINANCING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Robert H. Rillings

  	
   

  
	
   

  	
  Name:

  	
  Robert
  H. Rillings

  
	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  BNY
  MIDWEST TRUST COMPANY,

  
	
   

  	
  as
  Trustee,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Eric A. Lindahl

  	
   

  
	
   

  	
  Name:

  	
  Eric
  A. Lindahl

  
	
   

  	
  Title:

  	
  Vice
  President

  
						



 


170