Exhibit 4.9.4


 


HERTZ VEHICLE FINANCING LLC,


 


as Issuer


 


and


 


BNY MIDWEST TRUST COMPANY,


 


as Trustee and Securities Intermediary


 






 


SERIES 2005-3 SUPPLEMENT


 


 


dated as of December 21, 2005


 


to


 


AMENDED AND RESTATED

BASE INDENTURE


 


 


dated as of December 21, 2005




 






 


$250,000,000 Series 2005-3
Variable Funding Rental Car Asset Backed Notes, Class A-1

$1,000,000,000 Series 2005-3 Variable Funding Rental Car Asset Backed
Notes, Class A-2

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

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

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

Series 2005-3 Fixed Rate Rental Car Asset Backed Notes, Class B-4


 



























 


	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

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

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Initial
  Issuance; Procedure for Increasing the Class A Principal Amount

  	
  67

  
	
  Section 2.2.

  	
  Procedure for
  Decreasing the Class A Principal Amount

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  SERIES 2005-3 ALLOCATIONS

  	
  70

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Series 2005-3
  Series Accounts

  	
  70

  
	
  Section 3.2.

  	
  Allocations with
  Respect to the Series 2005-3 Notes

  	
  71

  
	
  Section 3.3.

  	
  Application of
  Interest Collections

  	
  77

  
	
  Section 3.4.

  	
  Payment of Note
  Interest

  	
  85

  
	
  Section 3.5.

  	
  Payment of Note
  Principal

  	
  85

  
	
  Section 3.6.

  	
  Payment by Wire
  Transfer

  	
  99

  
	
  Section 3.7.

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

  	
  99

  
	
  Section 3.8.

  	
  Class A
  Reserve Account

  	
  100

  
	
  Section 3.9.

  	
  Class A
  Letters of Credit and Class A Cash Collateral Accounts

  	
  102

  
	
  Section 3.10.

  	
  Series 2005-3
  Distribution Account

  	
  109

  
	
  Section 3.11.

  	
  Trustee as
  Securities Intermediary

  	
  111

  
	
  Section 3.12.

  	
  Series 2005-3
  Interest Rate Hedges

  	
  112

  
	
  Section 3.13.

  	
  Series 2005-3
  Demand Note Constitutes Additional Collateral for Series 2005-3 Notes

  	
  115

  
	
  Section 3.14.

  	
  Class B
  Reserve Account

  	
  120

  
	
  Section 3.15.

  	
  Class B
  Letters of Credit and Class B Cash Collateral Account

  	
  122

  
	
  Section 3.16.

  	
  Subordination of
  Class B Notes.

  	
  129

  
	
  Section 3.17.

  	
  Reimbursement
  Obligation

  	
  130

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  AMORTIZATION EVENTS

  	
  131

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  RESERVED

  	
  134

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  FORM OF SERIES 2005-3
  NOTES

  	
  134

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Issuance of
  Class A Notes

  	
  134

  
	
  Section 6.2.

  	
  Issuance of
  Class B Notes

  	
  134

  
				



 



























 


	
  Section 6.3.

  	
  Transfer of
  Class A Notes

  	
  135

  
	
  Section 6.4.

  	
  Transfer of
  Class B Notes

  	
  136

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  GENERAL

  	
  141

  
	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Optional
  Redemption of Class A Notes

  	
  141

  
	
  Section 7.2.

  	
  Optional
  Redemption of Class B Notes

  	
  142

  
	
  Section 7.3.

  	
  Information

  	
  142

  
	
  Section 7.4.

  	
  Exhibits

  	
  145

  
	
  Section 7.5.

  	
  Ratification of
  Base Indenture

  	
  145

  
	
  Section 7.6.

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

  	
  146

  
	
  Section 7.7.

  	
  Insurer Deemed
  Class A Noteholder and Secured Party

  	
  146

  
	
  Section 7.8.

  	
  Third Party
  Beneficiary

  	
  147

  
	
  Section 7.9.

  	
  Prior Notice by
  Trustee to Insurer

  	
  147

  
	
  Section 7.10.

  	
  Subrogation

  	
  147

  
	
  Section 7.11.

  	
  Counterparts

  	
  148

  
	
  Section 7.12.

  	
  Governing Law

  	
  148

  
	
  Section 7.13.

  	
  Amendments

  	
  148

  
	
  Section 7.14.

  	
  Termination of
  Series Supplement

  	
  149

  
	
  Section 7.15.

  	
  Discharge of
  Indenture

  	
  149

  
	
  Section 7.16.

  	
  Effect of
  Payment by Insurer

  	
  149

  
	
  Section 7.17.

  	
  Interest Rate
  Hedge Provider Deemed Secured Party

  	
  150

  
	
  Section 7.18.

  	
  Ford Covenants

  	
  150

  
	
  Section 7.19.

  	
  Issuances of
  Class B Notes

  	
  151

  
				



 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1-1:

  	
  Series 2005-3 Variable Funding Rental
  Car Asset Backed Notes, Class A-1

  	
   

  
	
  Exhibit A-1-2:

  	
  Series 2005-3 Variable Funding Rental
  Car Asset Backed Notes, Class A-2

  	
   

  
	
  Exhibit A-2-1:

  	
  Form of Restricted Global
  Class B-1 Note

  	
   

  
	
  Exhibit A-2-2:

  	
  Form of Regulation S Global Class B-1
  Note

  	
   

  
	
  Exhibit A-2-3:

  	
  Form of Unrestricted Global
  Class B-1 Note

  	
   

  
	
  Exhibit A-3-1:

  	
  Form of Restricted Global
  Class B-2 Note

  	
   

  
	
  Exhibit A-3-2:

  	
  Form of Regulation S Global
  Class B-2 Note

  	
   

  



 



























 


	
  Exhibit A-3-3:

  	
  Form of Unrestricted Global
  Class B-2 Note

  	
   

  
	
  Exhibit A-4-1:

  	
  Form of Restricted Global
  Class B-3 Note

  	
   

  
	
  Exhibit A-4-2:

  	
  Form of Regulation S Global
  Class B-3 Note

  	
   

  
	
  Exhibit A-4-3:

  	
  Form of Unrestricted Global
  Class B-3 Note

  	
   

  
	
  Exhibit A-5-1:

  	
  Form of Restricted Global
  Class B-4 Note

  	
   

  
	
  Exhibit A-5-2:

  	
  Form of Regulation S Global
  Class B-4 Note

  	
   

  
	
  Exhibit A-5-3:

  	
  Form of Unrestricted Global
  Class B-4 Note

  	
   

  
	
  Exhibit B-1-1:

  	
  Form of Class A Letter of Credit

  	
   

  
	
  Exhibit B-1-2:

  	
  Form of Class A Ford Letter of
  Credit

  	
   

  
	
  Exhibit B-2-1:

  	
  Form of Class B Letter of Credit

  	
   

  
	
  Exhibit B-2-2:

  	
  Form of Class B Ford Letter of
  Credit

  	
   

  
	
  Exhibit C:

  	
  Form of Lease Payment Deficit Notice

  	
   

  
	
  Exhibit D-1-1:

  	
  Form of Class A Ford Letter of
  Credit Reduction Notice

  	
   

  
	
  Exhibit D-1-2:

  	
  Form of Class A Ford Letter of
  Credit Termination Notice

  	
   

  
	
  Exhibit D-2:

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

  	
   

  
	
  Exhibit D-3-1:

  	
  Form of Class B Ford Letter of
  Credit Reduction Notice

  	
   

  
	
  Exhibit D-3-2:

  	
  Form of Class B Ford Letter of
  Credit Termination Notice

  	
   

  
	
  Exhibit D-4:

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

  	
   

  
	
  Exhibit E:

  	
  Form of Purchaser’s Letter

  	
   

  
	
  Exhibit F-1:

  	
  Form of Class A Transfer
  Certificate

  	
   

  
	
  Exhibit F-2:

  	
  Form of Restricted Global Note
  Transfer Certificates

  	
   

  
	
  Exhibit F-3:

  	
  Form of Regulation S Global Note
  Transfer Certificates

  	
   

  
	
  Exhibit F-4:

  	
  Form of Unrestricted Global Note
  Transfer Certificates

  	
   

  
	
  Exhibit G:

  	
  Form of Monthly Noteholders’ Statement

  	
   

  
	
  Exhibit H:

  	
  Form of Series 2005-3 Demand Note

  	
   

  
	
  Exhibit I:

  	
  Form of Estimated Interest Adjustment
  Notice

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ANNEXES

  	
   

  
	
  Annex A:

  	
  Form of Class B Notes Term Sheet

  	
   

  



 



























 


SERIES 2005-3
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 2005-3. On the
Series 2005-3 Closing Date, two classes of Series 2005-3 Notes shall
be issued: the first of which shall be designated as the Series 2005-3
Variable Funding Rental Car Asset Backed Notes, Class A-1, and referred to
herein as the Class A-1 Notes, and the second of which shall be designated
as the Series 2005-3 Variable Funding Rental Car Asset Backed Notes,
Class A-2, and referred to herein as the Class A-2 Notes. The
Class A-1 Notes and the Class A-2 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 issued,
additional Series 2005-3 Notes may be issued in up to four classes:
the first of which shall be designated as the Series 2005-3 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 2005-3 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 2005-3 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 2005-3 Fixed Rate Rental
Car Asset Backed Notes, Class B-4, and referred to herein as the
Class B-4 Notes. The Class B-1 Notes, the Class B-2 Notes, the
Class B-3 Notes, and the Class B-4 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 2005-3
Notes.”  The Class B Notes shall
be issued in minimum denominations of $25,000 and integral multiples of $1,000
in excess thereof.


 


The net
proceeds from the sale of the Series 2005-3 Notes shall be deposited in
the Series 2005-3 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 2005-3 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 or the Class A Note
Purchase Agreements; provided, however, that to the extent any
capitalized term used but not defined herein has a meaning assigned to such
term in both the Definitions List attached to the Base Indenture as Schedule I
thereto and the Class A Note Purchase Agreements, then the meaning given
to such term in the Definitions List attached to the Base Indenture as
Schedule I shall apply. All Article, Section or
Subsection references herein shall refer to Articles, Sections or
Subsections of the Base Indenture, except as otherwise provided herein. Unless
otherwise stated herein, as the context otherwise requires or if such term is
otherwise defined in the Base Indenture, each capitalized term used or defined
herein shall relate only to the Series 2005-3 Notes and not to any other
Series of Notes issued by HVF. All references herein to the
“Series 2005-3 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 2005-3 Notes and the definitions of such terms are applicable
to the singular as well as the plural form of such terms and to the
masculine as well as the feminine and neuter genders of such terms:


 


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


 


“Adjusted Aggregate Asset Amount” means, as of any day, the sum
of (a) the Aggregate Asset Amount and (b) the sum of (1) the
amount of cash and Permitted Investments on deposit in the Series 2005-3
Collection Account and available for reduction of the Series 2005-3 Principal Amount and
(2) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Excess Collection Account, in
each case on such day.


 


“Advance
Request” means a Class A-1 Advance Request or a Class A-2 Advance
Request, as the context may require.


 


“Advance”
means a Class A-1 Advance or a Class A-2 Advance, as the context
may require.


 


2



























 


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


 


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


 


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


 


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


 


“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.


 


“Base Rate
Tranche” means the Class A-1 Base Rate Tranche or the Class A-2
Base Rate Tranche, as the context may require.


 


“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


 


3



























 


Eligible
Program Vehicles when turned in to and accepted by such BBB-/Baa3 Manufacturer
or delivered and accepted for Auction, plus (iii) with respect to Eligible
Vehicles that were Eligible Program Vehicles that have been delivered and
accepted for Auction pursuant to a Manufacturer Program with such BBB-/Baa3
Manufacturer, all amounts receivable (other than amounts specified in clause
(ii) above) from any person or entity in connection with the Auction
of such Eligible Vehicles as of such date, plus (iv) with respect to
Eligible Vehicles that were Eligible Program Vehicles manufactured by such
BBB-/Baa3 Manufacturer or an Affiliate thereof that have been turned in to and
accepted by such BBB-/Baa3 Manufacturer, delivered and accepted for Auction,
otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments
or Termination Payments with respect to such Eligible Vehicles as of such date
under the HVF Lease, plus (v) with respect to Eligible Vehicles that were
Eligible Program Vehicles manufactured by such BBB-/Baa3 Manufacturer or an
Affiliate thereof that have been turned in to and accepted by such BBB-/Baa3
Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued
and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the
HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above)
plus (vi) with respect to Eligible Vehicles that were Eligible Program
Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of
the 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 B-1 Note Rate and the Class B-3 Note Rate.


 


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


 


“Class A
Adjusted Daily Interest Amount” means, for any day in a Series 2005-3
Interest Period, an amount equal to the result of (a) the sum of (x) the
product of (i) the Class A-1 Note Rate for such Series 2005-3
Interest Period and (ii) the Class A-1 Outstanding Principal Amount
as of the close of business on such date, and (y) the product of (i) the
Class A-2 Note Rate for such Series 2005-3 Interest Period and
(ii) the Class A-2 Outstanding Principal Amount as of the close of
business on such date, divided by (b) 360.


 


“Class A
Adjusted Enhancement Amount” means, the Class A Enhancement Amount,
excluding from the calculation thereof the amount available to be drawn under
any Series 2005-3 Letter of Credit if at the time of such calculation
(A) such Series 2005-3 Letter of Credit shall not be in full force
and effect, (B) an Event of Bankruptcy shall have occurred with respect to
the Series 2005-3 Letter of Credit Provider of such Series 2005-3
Letter of Credit, (C) such Series 2005-3 Letter of Credit Provider
shall have repudiated such Series 2005-3 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 2005-3 Letter of Credit Provider of
such Series 2005-3 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


 


5



























 


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 2005-3 Letter
of Credit Provider of such Series 2005-3 Letter of Credit.


 


“Class A
Adjusted Monthly Interest” means, with respect to any Payment Date, the sum
of (i) the Class A Adjusted Daily Interest Amount for each day in the
related Series 2005-3 Interest Period, plus (ii) all
previously due and unpaid amounts described in clause (i) with
respect to prior Series 2005-3 Interest Periods (together with interest on
such unpaid amounts required to be paid in this clause (ii) at the
Class A Note Rate), plus (iii) the Undrawn Facility Fee for
such Payment Date, calculated in accordance with Section 3.02(b) of
the applicable Class A Note Purchase Agreement, minus (iv) the
amount of any interest payments made to the Class A Noteholders during
such Series 2005-3 Interest Period pursuant to Section 3.3(k)
of this Series Supplement.


 


“Class A
Adjusted Principal Amount” means, as of any date of determination, the
excess, if any, of (A) the Class A Principal Amount as of such date
over (B) the sum of (1) the amount of cash and Permitted Investments
on deposit in the Series 2005-3 Excess Collection Account and (2) the
amount of cash and Permitted Investments on deposit in the Series 2005-3
Collection Account and available for reduction of the Class A Principal
Amount, in each case, as of such date.


 


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


 


“Class A
Asset Percentage” means, as of any date of determination, a fraction, the
numerator of which shall be equal to the Class A Required Asset Amount,
determined during the Series 2005-3 Revolving Period as of the end of the
immediately preceding Related Month (or, until the end of the initial Related
Month after the Series 2005-3 Closing Date, on the Series 2005-3
Closing Date), or, during the Series 2005-3 Rapid Amortization Period, as
of the end of the Series 2005-3 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 2005-3 Closing Date, as of the
Series 2005-3 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).


 


6



























 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class A
Commercial Paper” means the Class A-1 Commercial Paper and the
Class A -2 Commercial Paper.


 


“Class A
Daily Interest Amount” means, for any day in a Series 2005-3 Interest
Period, an amount equal to the result of (a) the sum of (x) the product of
(i) the Class A-1 Note Rate for such Series 2005-3 Interest
Period and (ii) the Class A-1 Principal Amount as of the close of
business on such date and (y) the product of (i) the Class A-2 Note
Rate for such Series 2005-3 Interest Period and (ii) the
Class A-2 Principal Amount as of the close of business on such date
divided by (b) 360; provided, that the aggregate principal amount
of any Class A Notes that have been redeemed with


 


7



























 


the proceeds
of a draw on the Insurance Policy shall be deemed to accrue interest at the
Late Payment Rate (as defined in the Insurance Agreement).


 


“Class A
Deficiency Amount” means a Class A-1 Deficiency Amount, or a
Class A-2 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 3.9(c) of
this Series Supplement.


 


“Class A
Eligible Ford Letter of Credit Provider” means a Person having, at the time
of the issuance of the related Class A Ford Letter of Credit, a long-term
senior 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 2005-3 Ford Letter of Credit Provider, for so long as any
Class A Notes are Outstanding, each Class A Eligible Ford Letter of
Credit Provider shall be approved by the Insurer, such approval not to be unreasonably
withheld or delayed.


 


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


 


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


 


“Class A
Enhancement Amount” means, as of any date of determination, the sum of
(i) the greater of (x) the Class A Overcollateralization Amount as of
such date and (y)(A) as of any date on which no Aggregate Asset Amount
Deficiency exists, the Class B Adjusted Principal Amount plus the
Class B Overcollateralization Amount, in each case, as of such date or
(B) as of any date on which an Aggregate Asset Amount Deficiency exists,
$0, (ii) the Class A Letter of Credit Amount as of such date,
(iii) the


 


8



























 


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


 


“Class A
Five Year Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the
Class A-2 Principal Amount as of such date and the denominator of which is
the Class A Principal Amount as of such date.


 


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


 


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


 


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


 


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


 


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


 


9



























 


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


 


“Class A
Ford Letter of Credit” means an irrevocable letter of credit, substantially
in the form of Exhibit B-1-2 to this Series Supplement
and otherwise in form and substance satisfactory to the Insurer, issued
for the account of Ford or an affiliate thereof by a Class A Eligible Ford
Letter of Credit Provider in favor of the Trustee for the benefit of the
Series 2005-3 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 2005-3 Closing Date is in form and substance
satisfactory to the Insurer.


 


“Class A
Ford Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn
on such date under each Class A Ford Letter of Credit, as specified
therein, and (b) if a Class A Ford Cash Collateral Account has been
established and funded pursuant to Section 3.9 of this
Series Supplement, the Class A Available Ford Cash Collateral Account
Amount on such date.


 


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


 


“Class A
Hedged Five Year Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the portion of
the Principal Amount of the Class A-2 Notes that is supported by a
Series 2005-3 Interest Rate Hedge as of such date and the denominator of
which is the Class A-2 Principal Amount as of such date; provided
that for purposes of this definition and the determination of the
Series 2005-3 Required Enhancement Percentage, the available notional
amount under all Series 2005-3 Interest Rate Hedges will be allocated to
cover the Class A-2 Notes first, and any notional amount remaining after
application to coverage of the Class A-2 Notes shall be allocated to the
Class A-1 Notes; provided further that the Class A Hedged Five
Year Percentage shall in no event be greater than 100%.


 


“Class A
Hedged Five Year Required Non-Eligible Vehicle Enhancement Percentage”
means 20% (or such lower percentage as may be agreed to by HVF and the
Rating Agencies, subject to satisfaction of the Series 2005-3 Rating
Agency Condition).


 


“Class A
Hedged Five Year Required Other Non-Investment Grade Manufacturer Vehicle
Enhancement Percentage” means 29.75% (or such lower percentage as
may be agreed to by HVF and the Rating Agencies, subject to satisfaction
of the Series 2005-3 Rating Agency Condition).


 


10



























 


“Class A
Hedged Five Year Required Program Vehicle Enhancement Percentage” means 15%
(or such lower percentage as may be agreed to by HVF and the Rating
Agencies, subject to satisfaction of the Series 2005-3 Rating Agency
Condition).


 


“Class A
Hedged Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the portion of the
Principal Amount of the Class A Notes that is supported by a
Series 2005-3 Interest Rate Hedge as of such date and the denominator of
which is the Class A Principal Amount as of such date; provided
that the Class A Hedged Percentage shall in no event be greater than 100%.


 


“Class A
Hedged Three Year Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the portion of
the Principal Amount of the Class A-1 Notes that is supported by a
Series 2005-3 Interest Rate Hedge as of such date and the denominator of
which is the Class A-1 Principal Amount as of such date; provided
that for purposes of this definition and the determination of the
Series 2005-3 Required Enhancement Percentage, the available notional
amount under all Series 2005-3 Interest Rate Hedges will be allocated to
cover the Class A-2 Notes first, and any notional amount remaining after
application to coverage of the Class A-2 Notes shall be allocated to the
Class A-1 Notes; provided further that the Class A Hedged
Three Year Percentage shall in no event be greater than 100%.


 


“Class A
Hedged Three Year Required Non-Eligible Vehicle Enhancement Percentage” means
20% (or such lower percentage as may be agreed to by HVF and the Rating
Agencies, subject to satisfaction of the Series 2005-3 Rating Agency
Condition).


 


“Class A
Hedged Three Year Required Other Non-Investment Grade Manufacturer Vehicle
Enhancement Percentage” means 29.75% (or such lower percentage as
may be agreed to by HVF and the Rating Agencies, subject to satisfaction
of the Series 2005-3 Rating Agency Condition).


 


“Class A
Hedged Three Year Required Program Vehicle Enhancement Percentage” means
15% (or such lower percentage as may be agreed to by HVF and the Rating
Agencies, subject to satisfaction of the Series 2005-3 Rating Agency
Condition).


 


“Class A
Letter of Credit” means (i) a Class A Ford Letter of Credit or
(ii) an irrevocable letter of credit, substantially in the form of Exhibit B-1-1
to this Series Supplement and otherwise in form and substance
satisfactory to the Insurer, issued by a Class A Eligible Letter of Credit
Provider in favor of the Trustee for the benefit of the Series 2005-3
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 2005-3 Closing Date is in form and substance satisfactory to
the Insurer.


 


11



























 


“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 2005-3 Noteholders.


 


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


 


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


 


“Class A
Letter of Credit Liquidity Amount” means, as of any date of determination,
the sum of (a) the aggregate amount available to be drawn on such date
under each Class A Letter of Credit, as specified therein, and (b) if
a Class A Cash Collateral Account has been established and funded pursuant
to Section 3.9(g) of this Series Supplement, the
Class A Available Cash Collateral Account Amount on such date.


 


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


 


“Class A
Letter of Credit Reimbursement Agreement” means any and each reimbursement
agreement providing for the reimbursement of a Class A Letter of Credit
Provider for draws under its Class A Letter of Credit, other than any such
reimbursement agreement between Ford and a Class A Ford Letter of Credit
Provider, as 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.


 


12



























 


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


 


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


 


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


 


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


 


“Class A
Monthly Default Interest Amount” means, with respect to any Payment Date,
the sum of (i) an amount equal to the result of (a) the product of
(x) 2.0%, (y) the Class A Principal Amount as of the close of business on
such date and (z) the actual number of days in the related Series 2005-3
Interest Period during which an Amortization Event has occurred and is
continuing with respect to the Series 2005-3 Notes divided by
(b) 360, plus (ii) all previously due and unpaid amounts
described in clause (i) with respect to prior Series 2005-3
Interest Periods (together with interest on such unpaid amounts required to be
paid in this clause (ii) at the rate specified in clause (i)).


 


“Class A
Monthly Interest” means, with respect to any Payment Date, the sum of
(i) the Class A Daily Interest Amount for each day in the related
Series 2005-3 Interest Period, plus (ii) all previously due
and unpaid amounts described in clause (i) with respect to prior
Series 2005-3 Interest Periods (together with interest on such unpaid
amounts required to be paid in this clause (ii) at the applicable
Class A Note Rate), plus (iii) any Indenture Carrying Charges
due to the Class A Noteholders and unpaid as of such Payment Date
(including, without limitation, the Program Fee and the Undrawn Facility Fee
for such Payment Date), minus (iv) the amount of any interest
payments made to the Class A Noteholders during such Series 2005-3
Interest Period pursuant to Section 3.3(k) of this
Series Supplement.


 


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


 


13



























 


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


 


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


 


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


 


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


 


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


 


“Class A
Non-Ford Letter of Credit Amount” means, as of any date of determination,
the lesser of (a) the sum of (i) the aggregate amount available to be
drawn on such date under the Class A Non-Ford Letters of Credit, as
specified therein, and (ii) if the Class A Non-Ford Cash Collateral
Account has been established and funded pursuant to Section 3.9 of
this Series Supplement, the Class A Available Non-Ford Cash
Collateral Account Amount on such date and (b) the outstanding principal
amount of the Series 2005-3 Demand Note on such date.


 


“Class A
Non-Ford Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn
on such date under each Class A Non-Ford Letter of Credit, as specified
therein, and (b) if a Class A Non-Ford Cash Collateral Account has
been established and funded pursuant to Section 3.9 of this
Series Supplement, the Class A Available Non-Ford Cash Collateral
Account Amount on such date.


 


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


 


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


 


14



























 


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 and the Class A-2
Noteholders.


 


“Class A
Note Purchase Agreements” means the Class A-1 Note Purchase Agreement
and/or the Class A-2 Note Purchase Agreement, as the context
may require.


 


“Class A
Note Rate” means the Class A-1 Note Rate and/or the Class A-2
Note Rate, as the context may require.


 


“Class A
Notes” means, collectively, the Class A-1 Notes and the Class A-2
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 and the Class A-2
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 2005-3 Principal Amount.


 


15



























 


“Class A
Preference Amount” means any amount previously paid by Hertz pursuant to
the Series 2005-3 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 and the Class A-2 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 2005-3
Liquidity Amount on such date and (b) the Series 2005-3 Required
Liquidity Amount on such date.


 


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


 


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


 


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


 


“Class A
Required Enhancement Amount” means, as of any date of determination, the sum
of (i) the product of the Class A Required Enhancement Percentage as
of such date and the Class A Adjusted Principal Amount as of such date and
(ii) the Class A Required Enhancement Incremental Amount as of such
date; provided, however, that, as of any date of determination
after the occurrence of a Series 2005-3 Limited Liquidation Event of
Default, the Class A Required Enhancement Amount shall equal the lesser of
(x) the Class A Adjusted Principal Amount as of such date and (y) the sum
of (l) the product of the Class A Required Enhancement Percentage as of
such date of determination and the Class A Adjusted Principal Amount as of
the


 


16



























 


date of the
occurrence of such Series 2005-3 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 2005-3 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 2005-3 Maximum Non-Eligible
Vehicle Amount as of such immediately preceding Business Day, (2) the
excess, if any, of the Hyundai Amount over the Series 2005-3 Maximum
Hyundai Amount as of such immediately preceding Business Day, (3) the
excess, if any, of the Jaguar Amount over the Series 2005-3 Maximum Jaguar
Amount as of such immediately preceding Business Day, (4) the excess, if
any, of the Kia Amount over the Series 2005-3 Maximum Kia Amount as of
such immediately preceding Business Day, (5) the excess, if any, of the
Land Rover Amount over the Series 2005-3 Maximum Land Rover Amount as of
such immediately preceding Business Day, (6) the excess, if any, of the
Mazda Amount over the Series 2005-3 Maximum Mazda Amount as of such
immediately preceding Business Day, (7) the excess, if any, of the
Mitsubishi Amount over the Series 2005-3 Maximum Mitsubishi Amount as of
such immediately preceding Business Day, (8) the excess, if any, of the
Subaru Amount over the Series 2005-3 Maximum Subaru Amount as of such
immediately preceding Business Day, (9) the excess, if any, of the Volvo
Amount over the Series 2005-3 Maximum Volvo Amount as of such immediately
preceding Business Day, (10) the excess, if any, of the Non-Eligible
Manufacturer Amount over the Series 2005-3 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 2005-3 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 2005-3 Maximum Audi Amount as of such immediately preceding
Business Day, (13) the excess, if any of the BMW Amount over the
Series 2005-3 Maximum BMW Amount as of such immediately preceding Business
Day, (14) the excess, if any of the Lexus Amount over the Series 2005-3
Maximum Lexus Amount as of such immediately preceding Business Day, (15) the
excess, if any of the Mercedes


 


17



























 


Amount over
the Series 2005-3 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 2005-3 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 2005-3 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 2005-3 Maximum Manufacturer Non-Eligible Vehicle Amount for so long
as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.


 


“Class A
Required Enhancement Percentage” means, as of any date of determination,
the sum of (i) the product of (A) the Class A Weighted Average
Required Program Vehicle Enhancement Percentage as of such date times
(B) the Class A Eligible Program Vehicle Percentage as of such date,
(ii) the product of (A) the Class A Weighted Average Required
Non-Eligible Vehicle Enhancement Percentage as of such date times (B) the
BBB-/Baa3 EPM Vehicle Percentage Excess as of such date and (iii) the
greater of (a) the product of (A) 28.25% (or such lower percentage as
may be agreed to by HVF and the Rating Agencies subject to the
Series 2005-3 Rating Agency Condition) and (B) the sum of (I) the
Class A Non-Eligible Vehicle Percentage as of such date and (II) the
Class A Other Non-Investment Grade Manufacturer Vehicle Percentage as of
such date and (b) the sum of (I) the product of (A) the Class A
Weighted Average Required Non-Eligible Vehicle Enhancement Percentage as of
such date times (B) the Class A Non-Eligible Vehicle Percentage as of
such date and (II) the product of (A) the Class A Weighted Average
Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage
as of such date times (B) the Class A Other Non-Investment Grade
Manufacturer Vehicle Percentage as of such date.


 


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


 


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


 


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


 


18



























 


“Class A Required Reserve Account Amount” means, with respect
to any date of determination, an amount equal to the greatest of (a) the
excess, if any, of the Class A Required Liquidity Amount over the
Class A Letter of Credit Liquidity Amount, in each case, as of such date,
excluding from the calculation thereof the amount available to be drawn under
any Class A Letter of Credit if at the time of such calculation
(A) such Class A Letter of Credit shall not be in full force and
effect, (B) an Event of Bankruptcy shall have occurred with respect to the
Class A Letter of Credit Provider of such Class A Letter of Credit,
(C) such Class A Letter of Credit Provider shall have repudiated such
Class A Letter of Credit or failed to honor a draw thereon made in
accordance with the terms thereof or (D) a Class A Downgrade Event
shall have occurred and be continuing for at least 30 days with respect to the
Series 2005-3 Letter of Credit Provider of such Class A Letter of
Credit, (b) the excess, if any, of the Class A Required Enhancement
Amount over the Class A Adjusted Enhancement Amount (excluding therefrom
the Class A Available Reserve Account Amount), in each case, as of such
date and
(c) the excess, if any, of the Class B Required Enhancement Amount
over the Class B Enhancement Amount, in each case, as of such date.


 


“Class A Reserve Account” has the meaning specified in Section 3.8(a) of
this Series Supplement.


 


“Class A Reserve Account Collateral” has the meaning
specified in Section 3.8(d) of this Series Supplement.


 


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


 


“Class A
Three Year Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the
Class A-1 Principal Amount as of such date and the denominator of which is
the Class A Principal Amount as of such date.


 


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


 


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


 


19



























 


Year Required
Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage.


 


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


 


“Class A
Unhedged Five Year Percentage” means as of any date of determination, the
result of 100% minus the Class A Hedged Five Year Percentage, as of such
date.


 


“Class A
Unhedged Five Year Required Non-Eligible Vehicle Enhancement Percentage”
means 22.50% (or such lower percentage as may be agreed to by HVF and the
Rating Agencies, subject to satisfaction of the Series 2005-3 Rating
Agency Condition).


 


“Class A
Unhedged Five Year Required Other Non-Investment Grade Manufacturer Vehicle
Enhancement Percentage” means 32.25% (or such lower percentage as
may be agreed to by HVF and the Rating Agencies, subject to satisfaction
of the Series 2005-3 Rating Agency Condition).


 


“Class A
Unhedged Five Year Required Program Vehicle Enhancement Percentage” means
17.25% (or such lower percentage as may be agreed to by HVF and the Rating
Agencies, subject to satisfaction of the Series 2005-3 Rating Agency
Condition).


 


“Class A
Unhedged Percentage” means as of any date of determination, the result of
100% minus the Class A Hedged Percentage, as of such date.


 


“Class A
Unhedged Three Year Percentage” means as of any date of determination, the
result of 100% minus the Class A Hedged Three Year Percentage, as of such
date.


 


“Class A
Unhedged Three Year Required Non-Eligible Vehicle Enhancement Percentage”
means 22.25% (or such lower percentage as may be agreed to by HVF and the
Rating Agencies, subject to satisfaction of the Series 2005-3 Rating
Agency Condition).


 


“Class A
Unhedged Three Year Required Other Non-Investment Grade Manufacturer Vehicle
Enhancement Percentage” means 32.00% (or such lower percentage as
may be agreed to by HVF and the Rating Agencies, subject to satisfaction
of the Series 2005-3 Rating Agency Condition).


 


“Class A
Unhedged Three Year Required Program Vehicle Enhancement Percentage” means
17.00% (or such lower percentage as may be agreed to by HVF and


 


20



























 


the Rating
Agencies, subject to satisfaction of the Series 2005-3 Rating Agency
Condition).


 


“Class A
Weighted Average Required Non-Eligible Vehicle Enhancement Percentage”
means, as of any date of determination, the sum of (i) the product of the
Class A Three Year Percentage as of such date times the Class A Three
Year Weighted Average Required Non-Eligible Vehicle Enhancement Percentage,
(ii) the product of the Class A Five Year Percentage as of such date
times the Class A Five Year Weighted Average Required Non-Eligible Vehicle
Enhancement Percentage and (iii) an amount equal to 100% minus the lower
of (x) the lowest Non-Program Vehicle Measurement Month Average for any
Measurement Month within the preceding 12 calendar months (or such fewer number
of months as have elapsed since the Series 2005-3 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 2005-3 Closing Date).


 


“Class A
Weighted Average Required Other Non-Investment Grade Manufacturer Vehicle
Enhancement Percentage” means, as of any date of determination, the sum of
(i) the product of the Class A Three Year Percentage as of such date
times the Class A Three Year Weighted Average Required Other Non-Investment
Grade Manufacturer Vehicle Enhancement Percentage, (ii) the product of the
Class A Five Year Percentage times the Class A Five Year Weighted
Average Required Other Non-Investment Grade Manufacturer Vehicle Enhancement
Percentage and (iii) an amount equal to 100% minus the lower of (x) the
lowest Non-Program Vehicle Measurement Month Average for any Measurement Month
within the preceding 12 calendar months (or such fewer number of months as have
elapsed since the Series 2005-3 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 2005-3 Closing Date).


 


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


 


“Class A-1
Base Rate Tranche” means that portion of the Class A-1 Principal
Amount purchased or maintained with Class A-1 Advances which bear interest
by reference to the Class A-1 Base Rate.


 


“Class A-1
Commercial Paper” means the promissory notes of each Class A-1
Noteholder issued by such Class A-1 Noteholder in the commercial paper
market and allocated to the funding of Class A-1 Advances in respect of
the Class A-1 Notes.


 


21



























 


“Class A-1
CP Tranche” means that portion of the Class A-1 Principal Amount
purchased or maintained with Class A-1 Advances which bear interest by
reference to the CP Rate with respect to the Class A-1 Notes.


 


“Class A-1
Deficiency Amount” has the meaning specified in Section 3.3(g) of
this Series Supplement.


 


“Class A-1
Eurodollar Tranche” means that portion of the Class A-1 Principal
Amount purchased or maintained with Class A-1 Advances which bear interest
by reference to the Class A-1 Eurodollar Rate.


 


“Class A-1
Initial Principal Amount” means the aggregate initial principal amount of
the Class A-1 Notes, which is $0.


 


“Class A-1
Investor Group” has the meaning set forth in the Class A-1 Note
Purchase Agreement.


 


“Class A-1
Investor Group Principal Amount” has the meaning set forth in the
Class A-1 Note Purchase Agreement.


 


“Class A-1
Maximum Investor Group Principal Amount” has the meaning set forth in the
Class A-1 Note Purchase Agreement.


 


“Class A-1
Maximum Principal Amount” means, $250,000,000; provided that such
amount may be reduced at any time and from time to time by written
agreement among HVF, each Class A-1 Noteholder, the Administrative Agent,
each Class A-1 Committed Note Purchaser and the Insurer in accordance with
the terms of the Class A-1 Note Purchase Agreement.


 


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


 


“Class A-1
Note Purchase Agreement” means the Note Purchase Agreement, dated as of
December 21, 2005, among HVF, the Class A-1 Noteholders, the
Administrative Agent, the Administrator, the Class A-1 Funding Agents and
the Class A-1 Committed Note Purchasers, pursuant to which the
Class A-1 Noteholders have agreed to purchase the Class A-1 Notes
from HVF, subject to the terms and conditions set forth therein, as amended,
supplemented, restated or otherwise modified from time to time.


 


“Class A-1
Note Rate” means, for any Series 2005-3 Interest Period, the sum of
(i) the weighted average of the CP Rates applicable to the Class A-1
CP Tranche and the weighted average of the Class A-1 Eurodollar Rates
(Reserve Adjusted) applicable to the Class A-1 Eurodollar Tranche and the
weighted average of the Class A-1 Base Rates applicable to the
Class A-1 Base Rate Tranche, in each case for the Series 2005-3
Interest Period and (ii) the Class A-1 Program Fee Rate as defined in
the Class A-1 Note Purchase Agreement; provided, however,
that the Class A-1 Note Rate will in no event be higher than the maximum
rate permitted by applicable law.


 


22



























 


“Class A-1
Notes” means any one of the Series 2005-3 Variable Funding 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.


 


“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 (whether pursuant to a Decrease, a
redemption or otherwise) made to the Class A-1 Noteholders on or prior to
such date plus (c) any Increases in the Class A-1 Principal
Amount pursuant to Section 2.1(a) of this
Series Supplement on or prior to such date; provided that at no
time may the Class A-1 Outstanding Principal Amount exceed the
Class A-1 Maximum Principal Amount.


 


“Class A-1
Principal Amount” means when used with respect to any date, an amount equal
to the Class A-1 Outstanding Principal Amount 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
Base Rate Tranche” means that portion of the Class A-2 Principal
Amount purchased or maintained with Class A-2 Advances which bear interest
by reference to the Class A-2 Base Rate.


 


“Class A-2
Commercial Paper” means the promissory notes of each Class A-2
Noteholder issued by such Class A-2 Noteholder in the commercial paper
market and allocated to the funding of Class A-2 Advances in respect of
the Class A-2 Notes.


 


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


 


“Class A-2
Deficiency Amount” has the meaning specified in Section 3.3(g) of
this Series Supplement.


 


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


 


“Class A-2
Initial Principal Amount” means the aggregate initial principal amount of
the Class A-2 Notes, which is $0.


 


“Class A-2
Investor Group” has the meaning set forth in the Class A-2 Note
Purchase Agreement.


 


“Class A-2
Investor Group Principal Amount” has the meaning set forth in the
Class A-2 Note Purchase Agreement.


 


23



























 


“Class A-2
Maximum Investor Group Principal Amount” has the meaning set forth in the
Class A-2 Note Purchase Agreement.


 


“Class A-2
Maximum Principal Amount” means, $1,000,000,000; provided that such
amount may be reduced at any time and from time to time by written
agreement among HVF, each Class A-2 Noteholder, the Administrative Agent,
each Class A-2 Committed Note Purchaser and the Insurer in accordance with
the terms of the Class A-2 Note Purchase Agreement.


 


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


 


“Class A-2
Note Purchase Agreement” means the Note Purchase Agreement, dated as of
December 21, 2005, among HVF, the Class A-2 Noteholders, the
Administrative Agent, the Administrator, the Class A-2 Funding Agents and
the Class A-2 Committed Note Purchasers, pursuant to which the
Class A-2 Noteholders have agreed to purchase the Class A-2 Notes
from HVF, subject to the terms and conditions set forth therein, as amended,
supplemented, restated or otherwise modified from time to time.


 


“Class A-2
Note Rate” means, for any Series 2005-3 Interest Period, the sum of
(i) the weighted average of the CP Rates applicable to the Class A-2
CP Tranche and the weighted average of the Class A-2 Eurodollar Rates
(Reserve Adjusted) applicable to the Class A-2 Eurodollar Tranche and the
weighted average of the Class A-2 Base Rates applicable to the
Class A-2 Base Rate Tranche, in each case for the Series 2005-3
Interest Period and (ii) the Class A-2 Program Fee Rate as defined in
the Class A-2 Note Purchase Agreement; provided, however,
that the Class A-2 Note Rate will in no event be higher than the maximum
rate permitted by applicable law.


 


“Class A-2
Notes” means any one of the Series 2005-3 Variable Funding 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-1-2.


 


“Class A-2
Outstanding Principal Amount” means, when used with respect to any date, an
amount equal to (a) the Class A-2 Initial Principal Amount minus
(b) the amount of principal payments (whether pursuant to a Decrease, a
redemption or otherwise) made to the Class A-2 Noteholders on or prior to
such date plus (c) any Increases in the Class A-2 Principal
Amount pursuant to Section 2.1(a) of this
Series Supplement on or prior to such date; provided that at no
time may the Class A-2 Outstanding Principal Amount exceed the
Class A-2 Maximum Principal Amount.


 


“Class A-2
Principal Amount” means when used with respect to any date, an amount equal
to the Class A-2 Outstanding Principal Amount 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.


 


24



























 


“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 2005-3 Excess Collection
Account and (2) the amount of cash and Permitted Investments on deposit in
the Series 2005-3 Collection Account and available for reduction of the
Series 2005-3 Principal Amount, in each case, as of such date over (II)
the Class A Principal Amount as of such date.


 


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


 


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


 


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


 


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


 


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


 


25



























 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class B
Downgrade Event” has the meaning specified in Section 3.15(c) of
this Series Supplement.


 


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


 


26



























 


“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 3.15(g)(I)
of this Series Supplement.


 


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


 


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


 


“Class B
Ford Letter of Credit” means an irrevocable letter of credit, substantially
in the form of Exhibit B-2-2 to this Series Supplement,
issued for the account of Ford or an affiliate thereof by a Class B
Eligible Ford Letter of Credit Provider in favor of the Trustee for the benefit
of the Series 2005-3 Noteholders.


 


“Class B
Ford Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn
on such date under each Class B Ford Letter of Credit, as specified
therein, and (b) if a Class B Ford Cash Collateral Account has been
established and funded pursuant to Section 3.9 of this
Series Supplement, the Class B Available Ford Cash Collateral Account
Amount on such date.


 


27



























 


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


 


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


 


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


 


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


 


“Class B
Letter of Credit Liquidity Amount” means, as of any date of determination,
the sum of (a) the aggregate amount available to be drawn on such date
under each Class B Letter of Credit, as specified therein, and (b) if
a Class B Cash Collateral Account has been established and funded pursuant
to Section 3.15(g) of this Series Supplement, the
Class B Available Cash Collateral Account Amount on such date.


 


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


 


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


 


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


 


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


 


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


 


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


 


28



























 


“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 2005-3 Interest
Period, the sum of Class B-1 Monthly Interest, Class B-2 Monthly
Interest, Class B-3 Monthly Interest and Class B-4 Monthly Interest
for such Series 2005-3 Interest Period.


 


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


 


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


 


“Class B
Non-Ford Cash Collateral Percentage” means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Class B Available Non-Ford Cash Collateral Account Amount as of
such date and the 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 2005-3 Noteholders,
other than a Class B Ford Letter of Credit.


 


“Class B
Non-Ford Letter of Credit Amount” means, as of any date of determination,
the lesser of (a) the sum of (i) the aggregate amount available to be
drawn on such date under the Class B Non-Ford Letters of Credit, as
specified therein, and (ii) if a Class B Non-Ford Cash Collateral
Account has been established and funded pursuant to Section 3.15 of
this Series Supplement, the Class B Available Non-Ford Cash
Collateral Account Amount on such date and (b) the result of (x) the
outstanding principal amount of the Series 2005-3 Demand Note on such date
minus (y) the Class A Non-Ford Letter of Credit Amount.


 


“Class B
Non-Ford Letter of Credit Liquidity Amount” means, as of any date of
determination, the sum of (a) the aggregate amount available to be drawn
on such date under each Class B Non-Ford Letter of Credit, as specified
therein, and (b) if a Class B Non-Ford Cash Collateral Account has
been established and funded pursuant to Section 3.9 of this Series Supplement,
the Class B Available Non-Ford Cash Collateral Account Amount on such
date.


 


29



























 


“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 and the
Class B-4 Noteholders.


 


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


 


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


 


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


 


“Class B
Overcollateralization Amount” means as of any date of determination,
(i) on which no Aggregate Asset Amount Deficiency exists, the Class B
Required Overcollateralization Amount as of such date or (ii) on which an
Aggregate Asset Amount Deficiency exists, the excess, if any, of the
Series 2005-3 Asset Amount over the Series 2005-3 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 2005-3 Principal Amount.


 


“Class B
Preference Amount” means any amount previously paid by Hertz pursuant to
the Series 2005-3 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 and the Class B-4 Principal Amount.


 


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


 


“Class B
Required Enhancement Amount” means, as of any date of determination, the
sum of (i) the product of the Class B Required Enhancement Percentage
as of such date and the Series 2005-3 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 2005-3 Limited Liquidation
Event of Default, the Class B Required Enhancement Amount shall equal the
lesser of (x) the Series 2005-3 Adjusted Principal Amount as of such date
and (y) the sum of (l) the product of the Class B Required Enhancement


 


30



























 


Percentage as
of such date of determination and the Series 2005-3 Adjusted Principal
Amount as of the date of the occurrence of such Series 2005-3 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 2005-3 Closing Date, $0; and


 


(ii)                                  as
of any date thereafter, the product of (A) the Series 2005-3 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 2005-3 Maximum Non-Eligible
Vehicle Amount as of such immediately preceding Business Day, (2) the
excess, if any, of the Hyundai Amount over the Series 2005-3 Maximum
Hyundai Amount as of such immediately preceding Business Day, (3) the
excess, if any, of the Jaguar Amount over the Series 2005-3 Maximum Jaguar
Amount as of such immediately preceding Business Day, (4) the excess, if
any, of the Kia Amount over the Series 2005-3 Maximum Kia Amount as of
such immediately preceding Business Day, (5) the excess, if any, of the
Land Rover Amount over the Series 2005-3 Maximum Land Rover Amount as of
such immediately preceding Business Day, (6) the excess, if any, of the
Mazda Amount over the Series 2005-3 Maximum Mazda Amount as of such
immediately preceding Business Day, (7) the excess, if any, of the
Mitsubishi Amount over the Series 2005-3 Maximum Mitsubishi Amount as of
such immediately preceding Business Day, (8) the excess, if any, of the
Subaru Amount over the Series 2005-3 Maximum Subaru Amount as of such
immediately preceding Business Day, (9) the excess, if any, of the Volvo
Amount over the Series 2005-3 Maximum Volvo Amount as of such immediately
preceding Business Day, (10) the excess, if any, of the Non-Eligible
Manufacturer Amount over the Series 2005-3 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 2005-3 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 2005-3 Maximum Audi Amount as of such immediately
preceding Business Day, (13) the excess, if any of the BMW Amount over the
Series 2005-3 Maximum BMW Amount as of such immediately preceding Business
Day, (14) the excess, if any of


 


31



























 


the Lexus
Amount over the Series 2005-3 Maximum Lexus Amount as of such immediately
preceding Business Day, (15) the excess, if any of the Mercedes Amount over the
Series 2005-3 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 2005-3 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 2005-3 Maximum Manufacturer Non-Eligible Vehicle Amount for so
long as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.


 


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


 


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


 


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


 


“Class B
Required Overcollateralization Amount” means, as of any date of
determination, the excess, if any, of (a) the Class B Required Enhancement
Amount as of such date over (b) the sum of (i) the Class A
Available Reserve Account Amount as of such date (after giving effect to any
deposits thereto and withdrawals and releases therefrom on such date),
(ii) the Class B Available Reserve Account Amount as of such date
(after giving effect to any deposits thereto and withdrawals and releases
therefrom 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 2005-3 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.


 


32



























 


“Class B Reserve Account” has the meaning specified in Section 3.14(a) of
this Series Supplement.


 


“Class B Reserve Account Collateral” has the meaning
specified in Section 3.14(d) of this Series Supplement.


 


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


 


“Class B-1
Deficiency Amount” has the meaning specified in Section 3.3(g) of
this Series Supplement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


33



























 


that have been
rescinded or otherwise returned by the Class B-1 Noteholders for any
reason.


 


“Class B-2
Deficiency Amount” has the meaning specified in Section 3.3(g) of
this Series Supplement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class B-3
Deficiency Amount” has the meaning specified in Section 3.3(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 2005-3 Interest
Period, an amount equal to the product of (i) the Class B-3 Note Rate
for such Series 2005-3 Interest Period, (ii) the Class B-3
Principal Amount on the first day of such Series 2005-3 Interest Period,
after giving effect to any principal payments made on such date, or, in the
case of the initial Series 2005-3 Interest Period, the Class B-3
Initial


 


34



























 


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


 


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


 


“Class B-4
Deficiency Amount” has the meaning specified in Section 3.3(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 2005-3 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-5-1, Exhibit A-5-2
or Exhibit A-5-3. 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.


 


35



























 


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


 


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


 


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


 


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


 


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


 


“Committed
Note Purchaser” means the Class A-1 Committed Note Purchaser and/or
the Class A-2 Committed Note Purchaser, as the context may require.


 


“Commitment
Termination Date” means the Class A-1 Commitment Termination Date or
the Class A-2 Commitment Termination Date, 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.


 


36



























 


“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 2005-3 Notes held by
HVF or any Affiliate of HVF).


 


“CP Tranche”
means the Class A-1 CP Tranche or the Class A-2 CP Tranche, as the
context may require.


 


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


 


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


 


“Demand
Notice” has the meaning specified in Section 3.13(d) of
this Series Supplement.


 


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


 


“Eligible
Interest Rate Hedge Provider” means a counterparty to a Series 2005-3
Interest Rate Hedge who is a bank or other financial institution, that
(A) has, or has all of its obligations under its Series 2005-3
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 2005-3 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 2005-3 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


 


37



























 


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


 


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


 


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


 


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


 


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


 


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


 


38



























 


“Eurodollar
Tranche” means the Class A-1 Eurodollar Tranche or the Class A-2
Eurodollar Tranche, as the context may require.


 


“Expected
Final Payment Date” means the Three-Year Notes Expected Final Payment Date
or the Five-Year Notes Expected Final Payment Date, as applicable.


 


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


 


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


 


“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 2005-3 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 2005-3
Collection Account and available for reduction of the Series 2005-3
Principal Amount as of such date, (vii) any Series-Specific Excess
Collection Account (other than the Series 2005-3 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 2005-3 Collection Account) and available for reduction of the
Principal Amount with respect to the related Series as of such date and
(ix) any other Eligible Series Enhancement Account exceeds the
aggregate Principal Amount of each Outstanding Series of Notes on such
date.


 


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


 


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


 


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


 


39



























 


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


 


“Ford
Reimbursement Obligations” means any and all obligations of HVF set forth
in Section 3.17 of this Series Supplement and any other
payment obligation of HVF in respect of a Ford Letter of Credit set forth in
any other Series Supplement; provided, however that no Ford
Reimbursement Obligation in respect of a disbursement made under a Ford Letter
of Credit shall arise until such time as Ford has reimbursed the provider of
such Ford Letter of Credit for such disbursement.


 


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


 


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


 


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


 


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


 


“Indenture
Carrying Charges” means, as of any day, any fees or other costs, fees and
expenses and indemnity amounts, if any, payable by HVF to the Trustee, the
Administrator, the Intermediary under the Master Exchange Agreement, the
Class A-1 Administrative Agent under the Class A-1 Note Purchase
Agreement, the Class A-2 Administrative Agent under the Class A-2
Note Purchase Agreement or the Nominee under the Indenture or the Related
Documents plus any other operating expenses of HVF then payable by HVF
including, without limitation, any amounts owing from HVF under each
Series 2005-3 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.


 


40



























 


“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. AB0954BE, dated
December 21, 2005, issued by the Insurer.


 


“Insured
Principal Deficit Amount” means, with respect to any Payment Date, the
excess, if any, of (a) the Class A Outstanding Principal Amount
measured as of such Payment Date (after giving effect to the distribution of
the Monthly Total Principal Allocation for the Related Month) over (b) the
sum on such Payment Date of (i) the Class A Asset Amount,
(ii) the Class A Available Reserve Account Amount, (iii) the
Class A Letter of Credit Amount, (iv) the Class B Available
Reserve Account Amount, (v) the Class B Letter of Credit Amount,
(vi) the amount of cash and Permitted Investments on deposit in the
Series 2005-3 Excess Collection Account and (vii) the amount on deposit in the Series 2005-3
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


 


41



























 


substantial part of its property, or
shall make any general assignment for the benefit of creditors; or


 


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


 


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


 


“Interest
Rate Hedge Provider” means HVF’s counterparty under a Series 2005-3
Interest Rate Hedge. Each Interest Rate Hedge Provider, for so long as such
Interest Rate Hedge Provider is not in default under its Series 2005-3
Interest Rate Hedge, and such Series 2005-3 Interest Rate Hedge continues
to be in effect, shall constitute an “Enhancement Provider” with respect to the
Series 2005-3 Notes for all purposes under the Indenture and the other
Related Documents.


 


“Investor
Group” means a Class A-1 Investor Group or a Class A-2 Investor
Group, as the context may requires.


 


“Investor
Group Principal Amount” means the Class A-1 Investor Group Principal
Amount or the Class A-2 Investor Group Principal Amount, as the context
may require.


 


“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.


 


42



























 


“Lease
Payment Deficit Notice” has the meaning specified in Section 3.3(c) of
this Series Supplement.


 


“Legal
Final Payment Date” means the Three-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 2005-3 Interest
Period, the second London Business Day preceding the first day of such
Series 2005-3 Interest Period.


 


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


 


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


 


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


 


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


 


43
























 


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


 


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


 


44

















 


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


 


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


 


“Maximum
Investor Group Principal Amount” means the Class A-1 Maximum Investor
Group Amount or the Class A-2 Maximum Investor Group Amount, as the
context may require.


 


“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 2005-3
Interest Rate Hedge on such Payment Date over (ii) the aggregate amount


 


45

















 


payable to HVF
as the “Floating Amount” under each such Series 2005-3 Interest Rate Hedge
on such Payment Date, in each case excluding any termination payments under
such Series 2005-3 Interest Rate Hedges.


 


“Monthly Total Principal Allocation” means for any Related Month
the sum of all Series 2005-3 Principal Allocations with respect to such
Related Month plus any amounts deposited in the Series 2005-3 Collection
Account pursuant to Section 3.3(h)(vi)(B) of this Series Supplement.


 


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


 


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


 


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


 


46

















 


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


 


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


 


47

















 


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 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


 


48

















 


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


 


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


 


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


 


49

















 


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


 


“Non-Investment Grade Manufacturer” means, as of any date of
determination, each Eligible Manufacturer who as of such date does not have a
long-term unsecured debt rating of at least “BBB-” from Standard &
Poor’s, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch,
at least “BBB-” by Fitch; provided that upon the withdrawal
of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency
to a rating that would require inclusion of such Manufacturer in this
definition, for purposes of this definition and each instance in which this
definition is used in this Series Supplement, such Manufacturer shall be
deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as applicable, by the Rating
Agency 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


 


50

















 


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


 


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


 


“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%.


 


51

















 


“One-Month
LIBOR” means, for each Series 2005-3 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 2005-3 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 2005-3
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 2005-3 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 2005-3 Interest Period will mean One-Month LIBOR as in
effect with respect to the preceding Series 2005-3 Interest Period.


 


“Outstanding”
means with respect to the Series 2005-3 Notes, all Series 2005-3
Notes theretofore authenticated and delivered under the Indenture, except
(a) Series 2005-3 Notes theretofore cancelled or delivered to the
Registrar for cancellation, (b) Series 2005-3 Notes which have not
been presented for payment but funds for the payment of which are on deposit in
the Series 2005-3 Distribution Account and are available for payment of
such Series 2005-3 Notes, and Series 2005-3 Notes which are
considered paid pursuant to Section 8.1 of the Base Indenture, or (c) Series 2005-3
Notes in exchange for or in lieu of other Series 2005-3 Notes which have
been authenticated and delivered pursuant to the Indenture unless proof
satisfactory to the Trustee is presented that any such Series 2005-3 Notes
are held by a purchaser for value.


 


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


 


“Preference
Amount” means any amount previously paid by Hertz pursuant to the Series 2005-3
Demand Note and distributed to the Series 2005-3 Noteholders in respect of
amounts owing under the Series 2005-3 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 2005-3 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 2005-3 Asset Amount on such
date; provided, however, the Principal Deficit
Amount on any date that is prior to the Five-Year Notes Legal Final


 


52

















 


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 2005-3 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 2005-3
Asset Amount on such date and (2) the lesser of (a) the Series 2005-3
Liquidity Amount on such date and (b) the Series 2005-3 Required
Liquidity Amount on such date.


 


“Pro Rata
Share” means, (a) with respect to any Series 2005-3 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 2005-3
Non-Ford Letter of Credit Provider’s Series 2005-3 Non-Ford Letter of
Credit as of such date by (B) an amount equal to the aggregate available
amount under all Series 2005-3 Non-Ford Letters of Credit, relating to the
same Class of Series 2005-3 Notes as such Series 2005-3 Non-Ford
Letter of Credit Provider’s Series 2005-3 Non-Ford Letter of Credit, as of
such date and (b) with respect to any Series 2005-3 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 2005-3
Ford Letter of Credit Provider’s Series 2005-3 Ford Letter of Credit as of
such date by (B) an amount equal to the aggregate available amount under
all Series 2005-3 Ford Letters of Credit relating to the same Class of
Series 2005-3 Notes as such Series 2005-3 Ford Letter of Credit
Provider’s Series 2005-3 Ford Letter of Credit, as of such date; provided,
that only for purposes of calculating the Pro Rata Share with respect to any Series 2005-3
Letter of Credit Provider as of any date, if such Series 2005-3 Letter of
Credit Provider has not complied with its obligation to pay the Trustee the
amount of any draw under its Series 2005-3 Letter of Credit made prior to
such date, the available amount under such Series 2005-3 Letter of Credit
Provider’s Series 2005-3 Letter of Credit as of such date shall be treated
as reduced (for calculation purposes only) by the amount of such unpaid demand
and shall not be reinstated for purposes of such calculation unless and until
the date as of which such Series 2005-3 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 2005-3
Letter of Credit Provider’s actual liability in respect of any failure to pay
any demand under its Series 2005-3 Letter of Credit).


 


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


 


“Rating
Agencies” means, with respect to the Series 2005-3 Notes, Standard &
Poor’s, Moody’s and Fitch and any other nationally recognized rating agency
rating the Series 2005-3 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.


 


53

















 


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


 


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


 


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


 


“Required
Noteholders” means with respect to the Series 2005-3 Notes, subject to
Section 7.7 of this Series Supplement, Series 2005-3
Noteholders holding more than 50% of the Series 2005-3 Principal Amount
(excluding any Series 2005-3 Notes held by HVF or any Affiliate of HVF).


 


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


 


“Restricted
Notes” means the Restricted Global Notes, and all other Series 2005-3
Notes evidencing the obligations, or any portion of the obligations, initially
evidenced by the Restricted Global Notes, other than certificates transferred
or exchanged upon certification as provided in Section 6.4(i)(iv) of
this Series Supplement.


 


“Restricted
Period” means, with respect to any Series 2005-3 Notes issued on the Series 2005-3
Closing Date, the period commencing on such Series 2005-3 Closing Date and
ending on the 40th day after such Series 2005-3 Closing Date, and with
respect to any Class B Notes issued on a Series 2005-3 Class B
Notes Closing Date, the period commencing on such Series 2005-3 Class B
Notes Closing Date and ending on the 40th day after such Series 2005-3
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
Notes” means the Series 2005-2 Medium Term Rental Car Asset Backed
Notes issued by HVF on the date hereof under that certain Series


 


54

















 


Supplement to
the Base Indenture, dated as of the date hereof (as amended, modified, restated
or supplemented from time to time in accordance with the terms thereof), by and
between HVF and the Trustee.


 


“Series 2005-3
Accrued Amounts” means, on any date of determination, the sum of (i) accrued
and unpaid interest on the Series 2005-3 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 2005-3 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 2005-3 Percentage as of the Determination Date immediately
preceding such Payment Date.


 


“Series 2005-3
Accrued Interest Account” has the meaning specified in Section 3.1(a) of
this Series Supplement.


 


“Series 2005-3
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 2005-3
Asset Amount” means, as of any date of determination, the product of (i) the
Series 2005-3 Invested Percentage (with respect to principal) as of such
date and (ii) the Aggregate Asset Amount as of such date.


 


“Series 2005-3
Cash Collateral Accounts” means the Class A Cash Collateral Account
and the Class B Cash Collateral Account.


 


“Series 2005-3
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 2005-3
Closing Date” means December 21, 2005.


 


“Series 2005-3
Collateral” means the Collateral, any Series 2005-3 Interest Rate
Hedges, each Series 2005-3 Letter of Credit, the Series 2005-3 Series Account
Collateral, the Class A Cash Collateral Account Collateral, the Class B
Cash Collateral Account Collateral, the Series 2005-3 Demand Note, the Series 2005-3
Distribution Account Collateral, the Class A Reserve Account Collateral
and the Class B Reserve Account Collateral.


 


“Series 2005-3
Collection Account” has the meaning specified in Section 3.1(a) of
this Series Supplement.


 


“Series 2005-3
Demand Note” means each demand note made by Hertz, substantially in the form of
Exhibit H to this Series Supplement, as amended, modified or


 


55

















 


restated from
time to time in accordance with its terms and the terms of this Series Supplement.


 


“Series 2005-3
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 2005-3 Demand Note that were deposited into the Series 2005-3
Distribution Account and paid to the Series 2005-3 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 2005-3 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 2005-3 Demand Note Payment Amount shall equal (i) on any
date of determination until the conclusion or dismissal of the proceedings
giving rise to such Event of Bankruptcy without continuing jurisdiction by the
court in such proceedings (or on any earlier date upon which the statute of
limitations in respect of avoidance actions in such proceedings has run or when
such actions otherwise become unavailable to the bankruptcy estate), the Series 2005-3
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 2005-3
Deposit Date” has the meaning specified in Section 3.2 of this Series Supplement.


 


“Series 2005-3
Designated Account” has the meaning specified in Section 3.11(a) of
this Series Supplement.


 


“Series 2005-3
Distribution Account” has the meaning specified in Section 3.10(a) of
this Series Supplement.


 


“Series 2005-3
Distribution Account Collateral” has the meaning specified in Section 3.10(d) of
this Series Supplement.


 


“Series 2005-3
Excess Collection Account” has the meaning specified in Section 3.1(a) of
this Series Supplement.


 


“Series 2005-3
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 2005-3
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 2005-3
Ford Letter of Credit Termination Date” means the date on which (i) all
Series 2005-3 Ford Letters of Credit have expired or been terminated and
returned to the Series 2005-3 Ford Letter of Credit Provider thereof, (ii) no
Ford


 


56

















 


Reimbursement
Obligations are outstanding and (iii) Ford has been paid all amounts
distributable to Ford hereunder from the Series 2005-3 Cash Collateral
Accounts.


 


“Series 2005-3
Global Note” means a Regulation S Global Note, a Restricted Global Note or
an Unrestricted Global Note.


 


“Series 2005-3
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 2005-3 Interest
Period shall commence on and include the Series 2005-3 Closing Date and
end on and include January 24, 2006.


 


“Series 2005-3
Interest Rate Hedge” is defined in Section 3.12(a) of this
Series Supplement; provided that for the avoidance of doubt each Series 2005-3
Interest Rate Hedge shall constitute a “Series-Specific Swap Agreement”, but
shall not constitute a “Swap Agreement” for all purposes under the Base
Indenture or any other Related Document.


 


“Series 2005-3
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 2005-3 Required Adjusted Asset Amount, determined
during the Series 2005-3 Revolving Period as of the end of the immediately
preceding Related Month (or, until the end of the initial Related Month after
the Series 2005-3 Closing Date, on the Series 2005-3 Closing Date),
or, the Series 2005-3 Required Adjusted Asset Amount, determined during
the Series 2005-3 Rapid Amortization Period, as of the last day of the Series 2005-3
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 2005-3
Closing Date, as of the Series 2005-3 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 2005-3 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 2005-3
Lease Interest Payment Deficit” means on any Payment Date an amount equal
to the excess, if any, of (a) the aggregate amount of Interest Collections
which pursuant to Section 3.2(a), (b) or (c) of
this Series Supplement would have been deposited into the Series 2005-3
Accrued Interest Account if all payments of Monthly Variable Rent required to
have been made under the HVF Lease from and excluding the preceding Payment
Date to and including such Payment Date were made in full over (b) the
aggregate amount of Interest Collections which pursuant to Section 3.2(a),
(b) or (c) of this Series Supplement have been
received for deposit into the Series


 


57

















 


2005-3 Accrued
Interest Account from and excluding the preceding Payment Date to and including
such Payment Date.


 


“Series 2005-3
Lease Payment Deficit” means either a Series 2005-3 Lease Interest
Payment Deficit or a Series 2005-3 Lease Principal Payment Deficit.


 


“Series 2005-3
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 2005-3 Lease Principal Payment Deficit, if any, on the
preceding Payment Date over (y) the amount deposited in the Series 2005-3
Distribution Account pursuant to Section 3.5(e) of this Series Supplement
on such preceding Payment Date on account of such Series 2005-3 Lease
Principal Payment Deficit.


 


“Series 2005-3
Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the
Series 2005-3 Monthly Lease Principal Payment Deficit for such Payment
Date and (b) the Series 2005-3 Lease Principal Payment Carryover
Deficit for such Payment Date.


 


“Series 2005-3
Letter of Credit” means a Class A Letter of Credit and/or a Class B
Letter of Credit, as the context may require.


 


“Series 2005-3
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 2005-3
Limited Liquidation Event of Default” means, so long as such event or
condition continues, any event or condition of the type specified in clauses
(a) through (l) of Article IV of this Series Supplement
that continues for thirty (30) days (without double counting the cure period,
if any, provided therein); provided  however, that any event or
condition of the type specified in clauses (a) through (i) shall
cease to constitute a Series 2005-3 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 2005-3
Noteholders holding more than 50% of the Controlling Class a waiver of the
occurrence of such Series 2005-3 Limited Liquidation Event of Default.


 


“Series 2005-3
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 2005-3 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 2005-3
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%).


 


58

















 


 “Series 2005-3 Maximum
Amount” means any of the Series 2005-3 Maximum Hyundai Amount, the Series 2005-3
Maximum Jaguar Amount, the Series 2005-3 Maximum Kia Amount, the Series 2005-3
Maximum Land Rover Amount, the Series 2005-3 Maximum Mazda Amount, the Series 2005-3
Maximum Mitsubishi Amount, the Series 2005-3 Maximum Subaru Amount, the Series 2005-3
Maximum Volvo Amount, the Series 2005-3 Maximum Manufacturer Non-Eligible
Vehicle Amount, the Series 2005-3 Maximum Non-Eligible Manufacturer
Amount, the Series 2005-3 Maximum Non-Eligible Vehicle Amount,
the Series 2005-3 Maximum Audi Amount, the Series 2005-3 Maximum BMW
Amount, the Series 2005-3 Maximum Lexus Amount, the Series 2005-3
Maximum Mercedes Amount, the Series 2005-3 Maximum Aggregate
BMW/Lexus/Audi Mercedes Amount and the Series 2005-3 Maximum HVF Service
Vehicle Amount.


 


“Series 2005-3
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 2005-3 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 2005-3
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 2005-3 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 2005-3
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 2005-3
Maximum Hyundai Amount” means, as of any day, an amount equal to 13% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-3
Maximum Jaguar Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-3
Maximum Kia Amount” means, as of any day, an amount equal to 10% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-3
Maximum Land Rover Amount” means, as of any day, an amount equal to 5% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-3
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


 


59

















 


the Rating
Agencies, subject to satisfaction of the Series 2005-3 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 2005-3
Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any day,
with respect to any Manufacturer, an amount equal to 40% of the Non-Eligible
Vehicle Amount (excluding from the calculation thereof, to the extent that an
Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler,
Toyota and Honda, the Net Book Value of the HVF Vehicles (other than
Non-Program Vehicles manufactured by any such Manufacturer as of the date of
the occurrence of such Event of Bankruptcy) manufactured by each such
Manufacturer for which an Event of Bankruptcy has occurred and any amounts related
to such HVF Vehicles due from such Manufacturer).


 


“Series 2005-3
Maximum Mazda Amount” means, as of any day, an amount equal to 20% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-3
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 2005-3 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 2005-3 Maximum Mitsubishi
Amount” means, as of any day, an amount equal to 10% of the Adjusted
Aggregate Asset Amount on such day.


 


“Series 2005-3
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 2005-3
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 2005-3
Maximum Subaru Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2005-3
Maximum Volvo Amount” means, as of any day, an amount equal to 5% of the
Adjusted Aggregate Asset Amount on such day.


 


60

















 


“Series 2005-3
Monthly Lease Principal Payment Deficit” means on any Payment Date an
amount equal to the excess, if any, of (a) the aggregate amount of
Principal Collections which pursuant to Section 3.2(a), (b) or
(c) of this Series Supplement would have been deposited into
the Series 2005-3 Collection Account if all payments required to have been
made under the HVF Lease from and excluding the preceding Payment Date to and
including such Payment Date were made in full over (b) the aggregate
amount of Principal Collections which pursuant to Section 3.2(a), (b) or
(c) of this Series Supplement have been received for deposit
into the Series 2005-3 Collection Account (without giving effect to any
amounts deposited into the Series 2005-3 Accrued Interest Account pursuant
to the proviso in Section 3.2(c)(ii) of this Series Supplement)
from and excluding the preceding Payment Date to and including such Payment
Date.


 


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


 


“Series 2005-3
Noteholders” means, collectively, the Class A Noteholders and the Class B
Noteholders.


 


“Series 2005-3
Notes” means, collectively, the Class A Notes and the Class B
Notes.


 


“Series 2005-3
Past Due Rent Payment” has the meaning specified in Section 3.2(d) of
this Series Supplement.


 


“Series 2005-3
Percentage” means, as of any date of determination, a fraction, expressed as
a percentage, the numerator of which is the Series 2005-3 Principal Amount
as of such date and the denominator of which is the Aggregate Principal Amount
as of such date.


 


“Series 2005-3
Principal Allocation” has the meaning specified in Section 3.2 (a)(ii) of
this Series Supplement.


 


“Series 2005-3
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 2005-3
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 2005-3
Notes


 


61

















 


and ending
upon the earlier to occur of (i) the date on which (A) the Series 2005-3
Notes are fully paid, (B) the Insurer has been paid all Insurer Fees and
all Insurer Reimbursement Amounts then due, (C) each Interest Rate Hedge
Provider has been paid all amounts due and owing to it from HVF under its Series 2005-3
Interest Rate Hedge, and (D) the Series 2005-3 Ford Letter of Credit
Termination Date and (ii) the termination of the Indenture.


 


“Series 2005-3
Rating Agency Condition” means, with respect to the Series 2005-3
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 2005-3
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 2005-3 Excess Collection
Account and (2) the amount of cash and Permitted Investments on deposit in
the Series 2005-3 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 2005-3 Excess Collection Account and (2) the
amount of cash and Permitted Investments on deposit in the Series 2005-3
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 2005-3
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 2005-3
Required Asset Amount Percentage” means, as of any date of determination,
the percentage equivalent of a fraction, the numerator of which is the Series 2005-3
Required Asset Amount and the denominator of which is the Aggregate Required
Asset Amount as of such date.


 


“Series 2005-3
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 2005-3 Revolving Period” means the
period from and including the Series 2005-3 Closing Date to the earlier of
(i) the Commitment Termination Date or (ii) the commencement of the Series 2005-3
Rapid Amortization Period.


 


62

















 


“Series 2005-3 Series Account Collateral” has the
meaning specified in Section 3.1(d) of this Series Supplement.


 


“Series 2005-3
Series Accounts” has the meaning specified in Section 3.1(a) of
this Series Supplement.


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 


63

















 


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


 


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


 


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


 


“Three-Year
Notes Expected Final Payment Date” means the December 2008 Payment
Date.


 


“Three-Year
Notes Legal Final Payment Date” means the December 2009 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


 


64

















 


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


 


“Top Two
Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount” means, as of
any date of determination, the sum for both Top Two Non-Investment Grade
Manufacturers of an amount, with respect to each Top Two Non-Investment Grade
Manufacturers, equal to the sum, rounded to the nearest $100,000, of the
following amounts to the extent that such amounts are included in the
definition of “Aggregate Asset Amount” for such date: (i) the Net Book
Value of all Eligible Vehicles that were Non-Eligible Program Vehicles or
Non-Program Vehicles as of such date that were manufactured by such Top Two
Non-Investment Grade Manufacturers or an 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


 


65

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE II


 


INITIAL ISSUANCE AND INCREASES AND DECREASES

OF PRINCIPAL AMOUNT OF CLASS A NOTES


 


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


 


(a)                                  Subject
to satisfaction of the conditions precedent set forth in subsection (b) of
this Section 2.1 (in the case of subsections (b)(i), (b)(ii),
(b)(iii), (b)(iv), (b)(v), (b)(vi) and (b)(vii) of
this Section 2.1, as evidenced by an Advance Request delivered to
the Trustee as to which the Trustee may rely) (i) on the Series 2005-3
Closing Date, HVF may issue Class A-1 Notes in the aggregate initial
principal amount equal to the Class A-1 Initial Principal Amount and Class A-2
Notes in the aggregate initial principal amount equal to the Class A-2
Initial Principal Amount and (ii) on any Business Day during the Series 2005-3
Revolving Period, HVF may, in accordance with the Class A Note Purchase
Agreements, increase the Class A-1 Principal Amount and the Class A-2
Principal Amount (each such increase referred to as an “Increase”), by
issuing, at par, ratable amounts of additional principal amounts of the Class A-1
Notes and Class A-2 Notes. Each Increase shall be made in accordance with
the provisions of Sections 2.02 and 2.03 of the Class A Note Purchase
Agreements and shall be ratably allocated among the Class A Notes, based
on their respective portion of the Class A Principal Amount. Proceeds from
the initial issuance of the Class A Notes and from any Increase shall be
deposited into the Series 2005-3 Collection Account and allocated in
accordance with Article III hereof. Upon each Increase, the Trustee
shall, or shall cause the Registrar to, indicate in the Note Register such
Increase.


 


(b)                                 The
initial Class A Notes will be issued on the Series 2005-3 Closing
Date and the Class A Principal Amount may be increased on any
Business Day during the Series 2005-3 Revolving Period (subject to the
limitations set forth in Section 2.2(a) 


 


67

















 


below), in each
case pursuant to subsection (a) above, only upon satisfaction
of each of the following conditions with respect to such initial issuance and
each proposed Increase:


 


(i)                                     the
amount of such issuance or Increase shall be equal to or greater than
$12,500,000 and integral multiples of
$100,000 in excess thereof;


 


(ii)                                  after
giving effect to such issuance or Increase, (A) the Investor Group Principal
Amount with respect to each Investor Group shall not exceed the Maximum
Investor Group Principal Amount with respect to such Investor Group, (B) the
Class A Principal Amount shall not exceed the Class A Maximum
Principal Amount, (C) the Class A-1 Principal Amount shall not exceed
the Class A-1 Maximum Principal Amount and (D) the Class A-2
Principal Amount shall not exceed the Class A-2 Maximum Principal Amount;


 


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


 


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


 


(v)                                 no
Series 2005-3 Amortization Event has occurred and is continuing and such
issuance or Increase and the application of the proceeds thereof will not
result in the occurrence of (1) an Amortization Event with respect to the Series 2005-3
Notes or a Series 2005-3 Limited Liquidation Event of Default, or (2) an
event or occurrence, which, with the passing of time or the giving of notice
thereof, or both, would become an Amortization Event with respect to the Series 2005-3
Notes or a Series 2005-3 Limited Liquidation Event of Default;


 


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


 


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


 


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


 


(a)                                  Mandatory
Decrease. Whenever (i) a Class Enhancement Deficiency exists,
then, on or before the Payment Date immediately following discovery of such Class Enhancement
Deficiency, HVF shall apply funds in the Series 2005-3 Excess Collection
Account in accordance with Section 3.2(f) of this Series Supplement,
to make a pro rata reduction in the Class A-1 Principal Amount and the Class A-2
Principal Amount (subject to the limitations specified in Section 2.2(c) below)
by the


 


68

















 


lesser of (x) the
amount necessary, so that after giving effect to all Decreases of the Class A
Principal Amount on such Payment Date, no such Class Enhancement
Deficiency shall exist and (y) the amount that would reduce the Class A
Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency
exists, then, on or before the Payment Date immediately following discovery of
such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in
the Series 2005-3 Excess Collection Account to be applied in accordance
with Section 3.2(f) of this Series Supplement, funds to
make a pro rata reduction in the Class A-1 Principal Amount and the Class A-2
Principal Amount (subject to the limitations specified in Section 2.2(c) below)
in an amount equal to the lesser of (x) the Series 2005-3 Invested
Percentage (with respect to Principal Collections) of the amount of such
Aggregate Asset Amount Deficiency and (y) the Class A Principal Amount as
of the date of application of such funds and (iii) a Class A Excess Principal Event shall have occurred, then,
on or before the Payment Date immediately following discovery of such Class A
Excess Principal Event, HVF shall
allocate to and deposit in the Series 2005-3 Excess Collection Account to
be applied in accordance with Section 3.2(f) of this Series Supplement,
funds to make a pro rata reduction in the Class A-1 Principal Amount and
the Class A-2 Principal Amount (subject to the limitations specified in Section 2.2(c) below)
by the lesser of (x) the amount necessary, so that after giving effect to all
Decreases of the Class A Principal Amount on such Payment Date, no such Class A
Excess Principal Event shall exist
and (y) the amount that would reduce the Class A Principal Amount to zero
(each reduction of the Class A Principal Amount pursuant to this Section 2.2(a),
a “Mandatory Decrease”); plus, with respect to each clause above,
any associated breakage costs (including Class A Commercial Paper
discounts and interest scheduled to accrue through the maturity of such Class A
Commercial Paper) incurred as a result of such decrease (calculated in
accordance with the procedures outlined in Section 7.1 of this Series Supplement
for optional repurchases). Such Mandatory Decrease shall be ratably allocated
among the Class A Noteholders, based on their respective portion of the Class A
Principal Amount. Upon discovery of such a Class Enhancement Deficiency,
Aggregate Asset Amount Deficiency or Class A Excess Principal Event, HVF
promptly, but in any event within 5 Business Days, shall deliver written notice
(by facsimile with original to follow by mail) of any such Mandatory Decreases
to the Trustee.


 


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


 


69

















 


the procedures
outlined in Section 7.1 of this Series Supplement for optional
repurchases). Such Voluntary Decrease shall be ratably allocated among the Class A
Noteholders, based on their respective portion of the Class A Principal
Amount.  Each such Voluntary Decrease
shall be, in the aggregate for all Class A Notes, in a minimum principal
amount of $5,000,000 and integral multiples
of $100,000 in excess thereof.


 


(c)                                  Upon
distribution to the Class A Noteholders of principal of the Class A
Notes in connection with each Decrease, the Trustee shall, or shall cause the
Registrar to indicate in the Note Register such Decrease. The amount of any
Decrease shall not exceed the amount allocated to the Series 2005-3 Excess
Collection Account or the Series 2005-3 Collection Account and available
for distribution to Class A Noteholders in respect of principal of the Class A
Notes on the date of such Decrease pursuant to the terms hereof.


 


ARTICLE III


 


SERIES 2005-3 ALLOCATIONS


 


With respect
to the Series 2005-3 Notes only, the following shall apply:


 


Section 3.1.                                   Series 2005-3
Series Accounts.


 


(a)                                  Establishment
of Series 2005-3 Series Accounts. HVF shall establish and
maintain in the name of the Trustee for the benefit of the Series 2005-3
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider three
accounts: the Series 2005-3 Collection Account (such account, the “Series 2005-3
Collection Account”), the Series 2005-3 Accrued Interest Account (such
account, the “Series 2005-3 Accrued Interest Account”) and the Series 2005-3
Excess Collection Account (such account, the “Series 2005-3 Excess
Collection Account” and, together with the Series 2005-3 Collection
Account and the Series 2005-3 Accrued Interest Account, the “Series 2005-3
Series Accounts”). Each Series 2005-3 Series Account shall
bear a designation clearly indicating that the funds deposited therein are held
for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and
each Interest Rate Hedge Provider. Each Series 2005-3 Series Account
shall be an Eligible Deposit Account. If a Series 2005-3 Series Account
is at any time no longer an Eligible Deposit Account, HVF shall, within 10
Business Days of obtaining knowledge that such Series 2005-3 Series Account
is no longer an Eligible Deposit Account, establish a new Series 2005-3 Series Account
that is an Eligible Deposit Account. If a new Series 2005-3 Series Account
is established, HVF shall instruct the Trustee in writing to transfer all cash
and investments from the non-qualifying Series 2005-3 Series Account
into the new Series 2005-3 Series Account. Initially, each of the Series 2005-3
Series Accounts will be established with The Bank of New York.


 


(b)                                 Administration
of the Series 2005-3 Series Accounts. HVF may instruct (by
standing instructions or otherwise) the institution maintaining each of the Series 2005-3
Series Accounts to invest funds on deposit in such Series 2005-3 Series Account
from time to time in Permitted Investments; provided, however,
that (x) any


 


70

















 


such investment in
the Series 2005-3 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 2005-3 Excess Collection Account)
and (y) any such investment in the Series 2005-3 Collection Account or the
Series 2005-3 Accrued Interest Account shall mature not later than the
Business Day prior to the first Payment Date following the date on which such
funds were received (including funds received upon a payment in respect of a
Permitted Investment made with funds on deposit in the Series 2005-3
Collection Account or Series 2005-3 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 2005-3 Series Accounts
shall remain uninvested.


 


(c)                                  Earnings
from Series 2005-3 Series Accounts. All interest and earnings
(net of losses and investment expenses) paid on funds on deposit in the Series 2005-3
Series Accounts shall be deemed to be on deposit therein and available for
distribution.


 


(d)                                 Series 2005-3
Series Accounts Constitute Additional Collateral for Series 2005-3
Notes. In order to secure and provide for the repayment and payment of the
Note Obligations with respect to the Series 2005-3 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 2005-3 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 2005-3
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 2005-3
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 2005-3
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 2005-3 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 2005-3 Series Account
Collateral”).


 


Section 3.2.                                   Allocations
with Respect to the Series 2005-3 Notes. The net proceeds from the
initial sale of the Series 2005-3 Notes will be deposited into the Series 2005-3
Excess Collection Account. All amounts payable to HVF under any Series 2005-3
Interest Rate Hedges will be deposited into the Series 2005-3 Collection
Account. On each Business Day on which the proceeds of any Increase or
Collections are


 


71

















 


deposited into the
Collection Account (each such date, a “Series 2005-3 Deposit Date”),
the Administrator will direct the Trustee in writing pursuant to the
Administration Agreement to apply from all amounts deposited into the
Collection Account in accordance with the provisions of this Section 3.2:


 


(a)                                  Allocations
of Collections During the Series 2005-3 Revolving Period. During the Series 2005-3
Revolving Period, the Administrator will direct the Trustee in writing pursuant
to the Administration Agreement, prior to 1:00p.m. (New York City time) on each
Series 2005-3 Deposit Date, to apply from all amounts deposited into the
Collection Account as set forth below:


 


(i)                                     allocate
to and deposit in the Series 2005-3 Collection Account an amount equal to
the sum of (A) the Series 2005-3 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 2005-3 Interest
Rate Hedges. All such amounts deposited into the Series 2005-3 Collection
Account shall thereafter be deposited into the Series 2005-3 Accrued
Interest Account; and


 


(ii)                                  allocate
to and deposit in the Series 2005-3 Excess Collection Account (A) an
amount equal to the Series 2005-3 Invested Percentage (as of such day) of
the aggregate amount of Principal Collections on such day, (B) on the Series 2005-3
Closing Date, the net proceeds from the issuance of the Series 2005-3
Notes and (C) on the date of any Increase, the proceeds of such Increase
(for any such day, the “Series 2005-3 Principal Allocation”).


 


(b)                                 [Reserved].


 


(c)                                  Allocations
of Collections During the Series 2005-3 Rapid Amortization Period. During
the Series 2005-3 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 2005-3 Deposit Date, to apply from all
amounts deposited into the Collection Account as set forth below:


 


(i)                                     allocate
to and deposit in the Series 2005-3 Collection Account an amount
determined as set forth in Section 3.2(a)(i) above for such
day, which amount shall be thereafter allocated to and deposited in the Series 2005-3
Accrued Interest Account; and


 


(ii)                                  allocate
to and deposit in the Series 2005-3 Collection Account an amount equal to
the Series 2005-3 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


 


72

















 


full, only for so long as
the Ford LOC Exposure Amount is greater than zero, only to the extent that
after giving effect to such payment the Fleet Equity Condition would be
satisfied, on a pro  rata basis to each Interest Rate Hedge
Provider all amounts due and owing to it under its Series 2005-3 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 2005-3 Notes, any amounts payable to the Trustee in respect of
any Series 2005-3 Interest Rate Hedges and other amounts available
pursuant to Section 3.3 of this Series Supplement to pay Class A Adjusted Monthly Interest and the Monthly
Hedge Payment on the next succeeding Payment Date will be less than the sum of
the Class A Adjusted
Monthly Interest and the Monthly Hedge Payment for such Payment Date and (B) the
Class A Enhancement Amount
is greater than zero, then the Administrator shall direct the Trustee in
writing to withdraw from the Series 2005-3 Collection Account a portion of
the Principal Collections allocated to the Series 2005-3 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 2005-3 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 2005-3 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 2005-3
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 2005-3 Collection Account an amount
equal to the Series 2005-3 Invested Percentage as of the date of the
occurrence of such Series 2005-3 Lease Payment Deficit of the Collections
attributable to such Past Due Rent Payment (the “Series 2005-3 Past Due
Rent Payment”). The Administrator shall instruct the Trustee in writing pursuant
to the Administration Agreement to withdraw from the Series 2005-3
Collection Account and apply the Series 2005-3 Past Due Rent Payment in
the following order:


 


(i)                                     if
the occurrence of the related Series 2005-3 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 2005-3 Past Due Rent Payment;


 


(ii)                                  if
the occurrence of the related Series 2005-3 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 2005-3 Past Due Rent Payment remaining after any
payment pursuant to clause (i) above;


 


73

















 


(iii)                               if
the occurrence of such Series 2005-3 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 2005-3 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 2005-3 Lease Payment Deficit;


 


(iv)                              if
the occurrence of the related Series 2005-3 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 2005-3 Past Due Rent
Payment remaining after any payment pursuant to clauses (i) through
(iii) above;


 


(v)                                 if
the occurrence of such Series 2005-3 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 2005-3 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 2005-3 Lease Payment Deficit;


 


(vi)                              if
the occurrence of the related Series 2005-3 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 2005-3 Past Due Rent Payment remaining after any
payment pursuant to clauses (i) through (v) above;


 


(vii)                           if
the occurrence of such Series 2005-3 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 2005-3 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 2005-3 Lease Payment Deficit;


 


(viii)                        if
the occurrence of such Series 2005-3 Lease Payment Deficit resulted in a
withdrawal being made from the Class A Reserve Account


 


74

















 


pursuant to Section 3.3(d)(i) of
this Series Supplement, deposit in the Class A Reserve Account an
amount equal to the lesser of (x) the amount of the Series 2005-3 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 2005-3 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 2005-3 Past Due Rent
Payment remaining after any payment pursuant to clauses (i) through (viii) above;


 


(x)                                   if
the occurrence of such Series 2005-3 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 2005-3 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 2005-3 Lease Payment Deficit;


 


(xi)                                if
the occurrence of such Series 2005-3 Lease Payment Deficit resulted in a
withdrawal being made from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of
this Series Supplement, deposit in the Class B Reserve Account an
amount equal to the lesser of (x) the amount of the Series 2005-3 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 2005-3 Accrued Interest Account the amount, if any, by
which the Series 2005-3 Lease Interest Payment Deficit, if any, relating
to such Series 2005-3 Lease Payment Deficit exceeds the amount of the Series 2005-3
Past Due Rent Payment applied pursuant to clauses (i) through (xi)
above; and


 


(xiii)                          deposit
into the Series 2005-3 Excess Collection Account and treat as Principal
Collections the remaining amount of the Series 2005-3 Past Due Rent
Payment.


 


75

















 


(e)                                  Amounts
Allocated from Other Series. Amounts allocated to other Series of
Notes that have been reallocated by HVF to the Series 2005-3 Notes (i) during
the Series 2005-3 Revolving Period shall be deposited into the Series 2005-3
Excess Collection Account and applied in accordance with Section 3.2(f) of
this Series Supplement and (ii) during the Series 2005-3 Rapid
Amortization Period shall be deposited into the Series 2005-3 Collection
Account and applied in accordance with Section 3.2(c), as the case may be,
of this Series Supplement to make principal payments in respect of the Series 2005-3
Notes, and after the Series 2005-3 Notes have been paid in full, to pay
Ford all unpaid Ford Reimbursement Obligations and, only for so long as the
Ford LOC Exposure Amount is greater than zero, only to the extent that after
giving effect to such payment the Fleet Equity Condition would be satisfied, to
pay each Interest Rate Hedge Provider all amounts due and owing to it under its
Series 2005-3 Interest Rate Hedge.


 


(f)                                    Series 2005-3
Excess Collection Account. Amounts deposited into the Series 2005-3
Excess Collection Account on any Series 2005-3 Deposit Date will be (i) first,
withdrawn and deposited in the Class A Reserve Account in an amount up to
the excess, if any, of the Class A Required Reserve Account Amount for
such date over the Class A Available Reserve Account Amount for such date,
(ii) second, used to make a Mandatory Decrease, if applicable, in
accordance with Sections 2.2(a) and 3.5(f) of this Series Supplement,
(iii) third, used to pay (a) the outstanding principal amount
of the Class A-1 Notes, the Class B-1 Notes and the Class B-2
Notes in that order on the Three-Year Notes Expected Final Payment Date, and (b) the
outstanding principal amount of the Class A-2 Notes, the Class B-3
Notes and the Class B-4 Notes in that order on the Five-Year Notes
Expected Final Payment Date, (iv) fourth, withdrawn and deposited
in the Class B Reserve Account in an amount up to the excess, if any, of
the Class B Required Reserve Account Amount for such date over the Class B
Available Reserve Account Amount for such date, (v) fifth, used to
pay the principal amount of other Series of Notes that are then required
to be paid or, at the option of HVF, to pay the principal amount of other Series of
Notes that may be paid under the Indenture, (vi) sixth, used
at the option of HVF to make a Voluntary Decrease in accordance with
Sections 2.2(b) and 3.5(f) of this Series Supplement,
(vii) seventh, used to pay Ford all unpaid Ford Reimbursement
Obligations, (viii) eighth, used to pay each Interest Rate Hedge
Provider all amounts due and owing to it under its Series 2005-3 Interest
Rate Hedge and (ix) ninth, any remaining funds may be released
to HVF, in the case of clauses (iv) through (ix), only to
the extent that no Class Enhancement Deficiency or other Amortization
Event with respect to the Series 2005-3 Notes would result therefrom or
exist immediately thereafter and, in the case of clauses (viii) and
(ix) only for so long as the Ford LOC Exposure Amount is greater
than zero, only to the extent that after giving effect to such payment or
release or immediately after such payment or release, the Fleet Equity
Condition would be satisfied. Notwithstanding the foregoing, on the first day
of the Series 2005-3 Rapid Amortization Period, all funds on deposit in
the Series 2005-3 Excess Collection Account will be withdrawn from the Series 2005-3
Excess Collection Account and deposited into the Series 2005-3 Collection
Account and applied in accordance with Section 3.2(c)(ii) of
this Series Supplement.


 


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Section 3.3.                                   Application
of Interest Collections.


 


On the fourth
Business Day prior to each Payment Date, as provided below, the Administrator
shall instruct the Trustee in writing pursuant to the Administration Agreement
to withdraw, and on such Payment Date the Trustee, acting in accordance with
such instructions, shall withdraw the amounts required to be withdrawn from the
Series 2005-3 Accrued Interest Account pursuant to Section 3.3(b) below
in respect of all funds available from any Series 2005-3 Interest Rate
Hedges and Interest Collections processed since the preceding Payment Date and
allocated to the holders of the Series 2005-3 Notes.


 


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


 


(b)                                 Note
Interest with respect to the Series 2005-3 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 2005-3 Accrued Interest Account to the extent
funds are anticipated to be available from Interest Collections allocable to
the Series 2005-3 Notes processed from but not including the preceding
Payment Date through the succeeding Payment Date and any amounts payable to HVF
under any Series 2005-3 Interest Rate Hedge during that period in respect
of (i) first, (I) first an amount equal to the sum of (A) the Class A
Adjusted Monthly Interest (excluding amounts referenced in clause (ii) of
the definition thereof to the extent duplicative of Class A Deficiency
Amounts payable under clause (iii) below) for such Payment Date
(the portion of such amount of Class A Adjusted Monthly Interest that will
accrue for the period (each an, “Estimated Interest Period”) from and
including the Determination Date immediately preceding such Payment Date to but
excluding such Payment Date (such portion of the Class A Adjusted Monthly
Interest with respect to any such Estimated Interest Period, the “Estimated
Interest”) shall be estimated by the Administrator on such Determination
Date) plus (B) the Estimated Interest Adjustment Amount with respect to
such Determination Date and (II) second an amount equal to any Indenture
Carrying Charges due to the Class A Noteholders and unpaid as of such
Payment Date which are not included in the definition of Class A Adjusted
Monthly Interest, (ii) second, an amount equal to the Monthly Hedge
Payment, if any, for the next succeeding Payment Date, (iii) third,
an amount equal to the unpaid Class A Deficiency Amounts, if any, as of
the preceding Payment Date (together with any accrued interest on such Class A
Deficiency Amounts), (iv) fourth, an amount equal to the Insurer
Fee for such Series 2005-3 Interest Period plus any Insurer Reimbursement
Amounts then due and owing, (v) fifth, an amount equal to the Class A
Monthly Default Interest Amount, if any, for such Payment Date, (vi) sixth,
an amount equal to the Class B Monthly Interest for the Series 2005-3
Interest Period ending on the day preceding such succeeding Payment Date and (vii) seventh,
an amount equal to the unpaid Class B Deficiency Amounts, if any, as of
the preceding Payment Date (together with any accrued interest on such Class B
Deficiency Amounts). On or before 10:00 a.m.


 


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(New York City
time) on the following Payment Date, the Trustee shall withdraw the amounts
described in the first sentence of this Section 3.3(b), from the Series 2005-3
Accrued Interest Account and deposit such amounts into the Series 2005-3
Distribution Account.


 


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


 


(c)                                  Lease
Payment Deficit Notice. On or before 10:00 a.m. (New York City time)
on each Payment Date, the Administrator shall notify the Trustee of the amount
of any Series 2005-3 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 2005-3
Accrued Interest Account are insufficient to pay the sum of the amounts
described in clauses  (i), (ii), (iii) and (iv) of
Section 3.3(b) of this Series Supplement on such Payment
Date, the Administrator shall instruct the Trustee in writing to withdraw from
the Class A Reserve Account and deposit in the Series 2005-3
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 2005-3 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 2005-3 Accrued
Interest Account are insufficient to pay the sum of the amounts described in clauses
(i) through (vii) of Section 3.3(b) of
this Series Supplement on such Payment Date, the Administrator shall
instruct the Trustee in writing to withdraw from the Class B Reserve
Account and deposit in the Series 2005-3 Distribution Account on such
Payment Date an amount equal to the lesser of the Class B Available
Reserve Account Amount and the lesser of (I) such insufficiency and (II) the
amounts described in clauses (vi) and (vii) of Section 3.3(b) of
this Series Supplement. The Trustee shall withdraw such amount from the Class B
Reserve Account and deposit such amount in the Series 2005-3 Distribution
Account, solely for payment to the Class B Noteholders in respect of
amounts due and owing to them pursuant to clauses (vi) and (vii) of
Section 3.3(b) of this Series Supplement.


 


(e)                                  Draws
on Series 2005-3 Letters of Credit. (I)  (X)  If
the Administrator determines on any Payment Date that there exists a Series 2005-3
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


 


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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 2005-3
Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of the
amounts described in clauses (i), (ii), (iii) and (iv) of
Section 3.3(b) of this Series Supplement on such Payment
Date over the amounts available from the Series 2005-3 Accrued Interest
Account plus the amount withdrawn from the Class A Reserve Account
pursuant to Section 3.3(d)(i) of this Series Supplement
on such Payment Date and (iii) the Class A Non-Ford Letter of Credit
Liquidity Amount on the Class A Non-Ford Letters of Credit by presenting
to each Class A Letter of Credit Provider a draft accompanied by a Class A
Certificate of Credit Demand and shall cause the Class A LOC Credit
Disbursements to be deposited in the Series 2005-3 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 2005-3 Distribution Account an amount equal to the
lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such
Payment Date of the least of the amounts described in clauses (i), (ii) or
(iii) above and (y) the Class A Available Non-Ford Cash
Collateral Account Amount on such Payment Date and draw an amount equal to the
remainder of such amount on the Class A Non-Ford Letters of Credit. During
the continuance of an Insurer Default, no amounts in respect of the Insurer Fee
shall be drawn on the Class A Non-Ford Letters of Credit or withdrawn from
the Class A Non-Ford Cash Collateral Account.


 


(Y)  If the Administrator determines on any
Payment Date that the sum of the amounts described in clauses (i), (ii),
(iii) and (iv) of Section 3.3(b) of
this Series Supplement on such Payment Date exceeds the amounts available
from the Series 2005-3 Accrued Interest Account plus the amount withdrawn
from the Class A Reserve Account pursuant to Section 3.3(d)(i) of
this Series Supplement on such Payment Date plus the amounts to be drawn
on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A
Non-Ford Cash Collateral Account) pursuant to clause (X) above on such
Payment Date, the Administrator shall instruct the Trustee in writing to draw
on the Class A Ford Letters of Credit, if any, and, upon receipt of such
notice by the Trustee on or prior to 10:30 a.m. (New York City time) on
such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time)
on such Payment Date draw an amount, as set forth in such notice, equal to the
lesser of (i) the excess, if any, of the sum of the amounts described in clauses
(i), (ii), (iii) and (iv) of Section 3.3(b) of
this Series Supplement on such Payment Date over the amounts available
from the Series 2005-3 Accrued Interest Account plus the amount withdrawn
from the Class A Reserve Account pursuant to Section 3.3(d)(i) of
this Series Supplement on such Payment Date plus the amounts to be drawn
on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A
Non-Ford Cash Collateral Account) pursuant to clause (X) above on such
Payment Date and (ii) the Class A Ford Letter of Credit Liquidity
Amount on the Class A Ford Letters of Credit by presenting to each Class A
Ford Letter of Credit Provider a draft accompanied by a Class A
Certificate of Credit Demand and shall cause the Class A LOC Credit
Disbursements to be deposited in the Series 2005-3 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 2005-3
Distribution Account an amount equal to the lesser of (x) the Class A Ford
Cash


 


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


 


(II)  (X)  If the Administrator determines on any
Payment Date that there exists a Series 2005-3 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 2005-3 Lease Interest
Payment Deficit over the sum of the amounts to be drawn on the Class A
Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford
Cash Collateral Accounts), (ii) the lesser of (A) the excess, if any,
of the sum of the amounts described in clauses (i) through (vii) of
Section 3.3(b) of this Series Supplement on such Payment
Date over the sum of the amounts available from the Series 2005-3 Accrued
Interest Account plus the sum of the amount withdrawn from the Class A
Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement
and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of
this Series Supplement on such Payment Date plus the amounts to be drawn
on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral
Accounts) pursuant to Section 3.3(e)(I) of this Series Supplement
on such Payment Date and (B) the sum of the amounts described in clauses
(vi) and (vii) of Section 3.3(b) of this Series Supplement
and (iii) the Class B Non-Ford Letter of Credit Liquidity Amount on
the Class B Non-Ford Letters of Credit by presenting to each Class B
Non-Ford Letter of Credit Provider a draft accompanied by a Class B
Certificate of Credit Demand and shall cause the Class B LOC Credit
Disbursements to be deposited in the Series 2005-3 Distribution Account on
such Payment Date, solely for payment to the Class B Noteholders in
respect of amounts due and owing to them pursuant to clauses (v) and
(vi) of Section 3.3(b) of this Series Supplement;
provided, however that if the Class B Non-Ford Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-3
Distribution Account an amount equal to the lesser of (x) the Class B
Non-Ford Cash Collateral Percentage on such Payment Date of the least of the
amounts described in clauses (i), (ii) or (iii) above
and (y) the Class B Available Cash Collateral Account Amount on such
Payment Date and draw an amount equal to the remainder of such amount on the Class B
Non-Ford Letters of Credit.


 


(Y)  If the Administrator determines on any
Payment Date that the sum of the amounts described in clauses (i) through
(vii) of Section 3.3(b) of this Series Supplement
on such Payment Date exceeds the sum of the amounts available from the Series 2005-3
Accrued Interest Account plus the sum of the amount withdrawn from the Class A
Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement
and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of
this Series Supplement and the amounts to be drawn on the Class B
Non-Ford Letters of Credit


 


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(and/or
withdrawn from the Class B Non-Ford Cash Collateral Account) pursuant to clause
(X) above on such Payment Date plus the amounts to be drawn on the Class A
Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant
to Section 3.3(e)(I) of this Series Supplement on such Payment
Date, the Administrator shall instruct the Trustee in writing to draw on the Class B
Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee
on or prior to 10:30 a.m. (New York City time) on such Payment Date, the
Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date
draw an amount, as set forth in such notice, equal to the lesser of (i) the
lesser of (A) the excess, if any, of the sum of the amounts described in clauses
(i) through (vii) of Section 3.3(b) of
this Series Supplement on such Payment Date over the sum of the amounts
available from the Series 2005-3 Accrued Interest Account plus the sum of
the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of
this Series Supplement and the amount withdrawn from the Class B
Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement
and the amounts to be drawn on the Class B Non-Ford Letters of Credit
(and/or withdrawn from the Class B Non-Ford Cash Collateral Account)
pursuant to clause (X) above on such Payment Date plus the amounts to be
drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant
to Section 3.3(e)(I) of this Series Supplement on such Payment
Date and (B) the sum of the amounts described in clauses (vi) and
(vii) of Section 3.3(b) of this Series Supplement
and (ii) the Class B Ford Letter of Credit Liquidity Amount on the Class B
Ford Letters of Credit by presenting to each Class B Ford Letter of Credit
Provider a draft accompanied by a Class B Certificate of Credit Demand and
shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-3
Distribution Account on such Payment Date, solely for payment to the Class B
Noteholders in respect of amounts due and owing to them pursuant to clauses (vi) and
(vii) of Section 3.3(b) of this Series Supplement;
provided, however, that if the Class B Ford Cash Collateral
Account has been established and funded, the Trustee shall withdraw from the Class B
Ford Cash Collateral Account and deposit in the Series 2005-3 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 2005-3
Lease Interest Payment Deficit from the preceding Payment Date, if any, remains
unpaid and the Class A Liquidity Amount on such date of determination is
insufficient to pay the Class A Adjusted Monthly Interest due on the
upcoming Payment Date, the Administrator shall instruct the Trustee in writing
to make a demand on the Insurance Policy and, upon receipt of such notice by
the Trustee on or prior to 11:00 a.m. (New York City time) on the second
Business Day preceding such Payment Date, the Trustee shall, by 12:00 noon (New
York City time) on the second Business Day preceding such Payment Date, make a
demand on the Insurance Policy in an amount equal to such insufficiency in
accordance with the terms thereof and shall cause the proceeds thereof to be
deposited in the Series 2005-3 Distribution Account.


 


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(II)  If the Administrator determines on any
Payment Date that the sum of the amounts available from the Series 2005-3
Accrued Interest Account plus the amount available under the Series 2005-3
Interest Rate Hedge plus the amount, if any, to be withdrawn from the Class A
Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement
plus the amount, if any, to be drawn under the Class A Letters of Credit
and/or withdrawn from the Class A Cash Collateral Accounts pursuant to Section 3.3(e)(I)
of this Series Supplement plus the amount, if any, deposited in the Series 2005-3
Distribution Account pursuant to Section 3.3(f)(I) of this Series Supplement
is insufficient to pay the Class A Adjusted Monthly Interest for such
Payment Date, the Administrator shall instruct the Trustee in writing to make a
demand on the Insurance Policy and, upon receipt of such notice by the Trustee
on or prior to 11:00 a.m. (New York City time) on such Payment Date, the
Trustee shall, by 12:00 noon (New York City time) on such Payment Date, make a
demand on the Insurance Policy in an amount equal to such insufficiency in
accordance with the terms thereof and shall cause the proceeds thereof to be
deposited in the Series 2005-3 Distribution Account.


 


(g)                                 Deficiency
Amounts. If the amounts described in Sections 3.3(b), (c), (d),
(e) and (f) of this Series Supplement are
insufficient to pay (i) the Class A Adjusted Monthly Interest for any
Payment Date, payments of interest to the Class A Noteholders will be
reduced on a pro  rata basis by the amount of such deficiency or (ii) the
Class B Monthly Interest for any Payment Date, payments of interest to the
Class B Noteholders will be reduced on a pro  rata basis by
the amount of such deficiency. The aggregate amount, if any, of such deficiency
on any Payment Date allocable to the Class A-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 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” and 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”. Interest shall accrue on the
Deficiency Amount for each Class of Series 2005-3 Notes at the
applicable Series 2005-3 Note Rate.


 


(h)                                 Balance.
On the fourth Business Day prior to each Payment Date, the Administrator shall
instruct the Trustee in writing pursuant to the Administration Agreement to
pay, on such Payment Date, the balance (after making the payments required in Section 3.4
of this Series Supplement), if any, of the amounts available from the Series 2005-3
Accrued Interest Account plus the amount, if any, withdrawn from the Class A
Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement
plus the amount, if any, withdrawn from the Class B Reserve Account
pursuant to Section 3.3(d)(ii) of this Series Supplement
plus the amount, if any, drawn under the Class A Letters of Credit and/or
withdrawn from the Class A Cash Collateral Accounts pursuant to Section 3.3(e)(I)
of this Series Supplement plus the amount, if any, drawn under the


 


82

















 


Class B
Letters of Credit and/or withdrawn from the Class B Cash Collateral
Accounts pursuant to Section 3.3(e)(II) of this Series Supplement
as follows:


 


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


 


(ii)                                  second,
to the Insurer, in an amount equal to the sum of (x) the Insurer Fee for the Series 2005-3
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 2005-3
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 2005-3 Letters of Credit or a withdrawal from a Series 2005-3
Cash Collateral Account;


 


(iii)                               third,
to the Administrator, in an amount equal to the Series 2005-3 Percentage
as of the beginning of the Series 2005-3 Interest Period ending on the day
preceding such Payment Date of the Monthly Administration Fee for such Series 2005-3
Interest Period;


 


(iv)                              fourth,
to the Trustee, in an amount equal to the Series 2005-3 Percentage as of
the beginning of the Series 2005-3 Interest Period ending on the day
preceding such Payment Date of the Trustee’s fees for such Series 2005-3
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 2005-3 Percentage as of the beginning of the Series 2005-3
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 2005-3 Interest Period; and


 


(vi)                              sixth,
the balance, if any, shall be withdrawn from the Series 2005-3 Accrued
Interest Account by the Trustee and (A) during the Series 2005-3
Revolving Period, deposited into the Series 2005-3 Excess Collection
Account or (B) during the Series 2005-3 Rapid Amortization Period,
deposited into the Series 2005-3 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 2005-3 Limited
Liquidation Event of Default, (x) the funds available to pay the Trustee fees
pursuant to Section 3.3(h)(iv) of this Series Supplement
on such Payment Date are less than the amount payable to the Trustee thereunder
on such Payment Date or (y) the funds


 


83

















 


available to pay
the portion of the Indenture Carrying Charges payable to the Trustee pursuant
to Section 3.3(h)(v) of this Series Supplement on such
Payment Date are less than the amount payable to the Trustee thereunder on such
Payment Date, the Administrator shall instruct the Trustee in writing to
withdraw from (I) the Class A Reserve Account and pay to itself on such
Payment Date an amount equal to the least of (A) the Class A
Available Reserve Account Amount on such Payment Date (after giving effect to
any deposits thereto and withdrawals and releases therefrom on such date), (B) the
Class A Percentage of an amount equal to the excess, if any, of (i) the
Class A Percentage of 0.70% of the Series 2005-3 Required Asset
Amount as of the date of the occurrence of such Liquidation Event of Default or
Series 2005-3 Limited Liquidation Event of Default over (ii) the
aggregate of the amounts previously withdrawn from the Class A Reserve
Account under this Section 3.3(i)(I) in respect of fees and other
amounts due and owing to the Trustee and (C) the Class A Percentage
of such insufficiency and (II) the Class B Reserve Account and pay to
itself on such Payment Date an amount equal to the least of (A) the Class B
Available Reserve Account Amount on such Payment Date (after giving effect to
all other withdrawals therefrom pursuant to this Series Supplement on such
Payment Date), (B) the Class B Percentage of an amount equal to the
excess, if any, of (i) the Class B Percentage of 0.70% of the Series 2005-3
Required Asset Amount as of the date of the occurrence of such Liquidation
Event of Default or Series 2005-3 Limited Liquidation Event of Default
over (ii) the aggregate of the amounts previously withdrawn from the Class B
Reserve Account under this Section 3.3(i)(II) in respect of fees
and other amounts due and owing to the Trustee and (C) the Class B
Percentage of such insufficiency. The Trustee shall withdraw such amounts from
the Class A Reserve Account and the Class B Reserve Account and pay
or reimburse itself.


 


(j)                                     Listing
Information Requirement. Until the Administrator shall give the Trustee
written notice that the Class B-1 Notes are not listed on the Luxembourg
Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause
the Class B-1 Note Rate for the next succeeding Series 2005-3
Interest Period, the number of days in such Series 2005-3 Interest Period,
the Payment Date for such Series 2005-3 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 2005-3 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,


 


84

















 


or shall instruct
the Paying Agent to, cause the Class B-3 Note Rate for the next succeeding
Series 2005-3 Interest Period, the number of days in such Series 2005-3
Interest Period, the Payment Date for such Series 2005-3 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 2005-3 Interest
Period by the Business Day prior to such Payment Date. So long as the Class B-3
Notes are listed on the Luxembourg Stock Exchange and the rules of that
stock exchange so require, notices to Class B-3 Noteholders will be
published in a leading newspaper having general circulation in Luxembourg
(which is expected to be the Luxemburger Wort), it being understood that the
term “notices” as it is used in this clause shall not include communications of
the Class B-3 Note Rate.


 


(k)                                  Interest
Payments during Series 2005-3 Interest Period. On any Business Day
during a Series 2005-3 Interest Period (each such day, an “Additional
Payment Date”), the Administrator may instruct the Trustee in writing
to withdraw from the Series 2005-3 Accrued Interest Account, and on such
Additional Payment Date the Trustee, acting in accordance with such
instructions, shall withdraw from the Series 2005-3 Accrued Interest
Account, as directed in writing by the Administrator, all or a portion of the Class A
Monthly Interest that will be due on the first Payment Date following such
Additional Payment Date to the extent that such amount does not exceed the
aggregate amount of Interest Collections processed since the preceding Payment
Date and allocated to the Class A Noteholders (less any portion thereof
previously paid to the Class A Noteholders during such period pursuant to
this Section 3.3(k)) and shall deposit such amounts in the Series 2005-3
Distribution Account for payment to the Class A Noteholders on the
Additional Payment Date pursuant to Section 3.4 in accordance with Section 6.1
of the Base Indenture.


 


Section 3.4.                                   Payment
of Note Interest.


 


On each
Payment Date and Additional Payment Date, the Trustee shall, in accordance with
Section 6.1 of the Base Indenture, pay to the Series 2005-3
Noteholders from the Series 2005-3 Distribution Account the amount
deposited in the Series 2005-3 Distribution Account for the payment of
interest pursuant to Section 3.3 of this Series Supplement.


 


Section 3.5.                                   Payment
of Note Principal.


 


(a)                                  Monthly
Payments During Series 2005-3 Rapid Amortization Period. Commencing on
the first Determination Date after the commencement of the Series 2005-3
Rapid Amortization Period and on each Determination Date thereafter, the
Administrator shall instruct the Trustee in writing pursuant to the
Administration


 


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Agreement as to (v) the
amount allocated to the Series 2005-3 Notes of each Class during the
Related Month pursuant to Section 3.2(c)(ii) of this Series Supplement,
as the case may be, (w) any amounts to be withdrawn from the Class A
Reserve Account and the Class B Reserve Account and deposited into the Series 2005-3
Distribution Account, (x) any amounts to be drawn on the Series 2005-3
Letters of Credit (and/or withdrawn from the Series 2005-3 Cash Collateral
Accounts), (y) the amount of proceeds received in respect of a demand made
under the Series 2005-3 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 2005-3 Notes of each Class during the Related
Month pursuant to Section 3.2(c)(ii) of this Series Supplement,
as the case may be, from the Series 2005-3 Collection Account and
deposit such amount together with the proceeds of any demand made on the Series 2005-3
Demand Note received during the period from and excluding the immediately
preceding Payment Date to and including such Payment Date into the Series 2005-3
Distribution Account, which amount shall be paid (i) first, to the Class A
Noteholders until the Class A Notes have been paid in full, (ii) second,
once the Class A Notes have been paid in full, to the Class B
Noteholders until the Class B Notes have been paid in full, (iii) third,
once the Series 2005-3 Notes have been paid in full, to Ford all unpaid
Ford Reimbursement Obligations and (iv) fourth, once all amounts
due and owing to Ford under the immediately preceding clause have been paid in
full, only for so long as the Ford LOC Exposure Amount is greater than zero,
only to the extent that after giving effect to such payment the Fleet Equity
Condition would be satisfied, to each Interest Rate Hedge Provider to which
amounts have been allocated.


 


(b)                                 [Reserved].


 


(c)                                  Principal
Deficit Amount. If the Principal Deficit Amount is greater than zero on any
date, the Administrator shall promptly provide written notice thereof to the
Insurer and the Trustee. On each Payment Date on which the Principal Deficit Amount
is greater than zero, amounts shall be transferred to the Series 2005-3
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 2005-3
Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the
second Business Day prior to such Payment Date, in the case of any other
Principal Deficit Amount, to withdraw from the Class B Reserve Account, an
amount equal to the sum of (I) the lesser of such Principal Deficit Amount and
the Class B Liquidity Surplus on such Payment Date (after giving effect to
any withdrawals from the Class B Reserve Account on such Payment Date
pursuant to Section 3.3(d)(ii) of this Series Supplement
and any draws under the Class B Letters of Credit pursuant to Section 3.3(e)(II)
of this Series Supplement) and (II) the lesser of (x) the excess, if any,
of such Principal Deficit Amount on such Payment Date (after giving effect to
any withdrawals from the Class B Reserve Account on such Payment Date
pursuant to clause (I)


 


86

















 


above) over the Class A
Liquidity Surplus on such Payment Date (after giving effect to any withdrawals
from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of
this Series Supplement and the amounts to be drawn under the Class A
Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement)
and (y) the Class B Available Reserve Account Amount on such Payment Date
(after giving effect to any withdrawals from the Class B Reserve Account on
such Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement
and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-3
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 2005-3
Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the
second Business Day prior to such Payment Date, in the case of any other
Principal Deficit Amount, to withdraw from the Class A Reserve Account, an
amount equal to the sum of (I) the lesser of such Principal Deficit Amount
(after giving effect to any withdrawals from the Class B Reserve Account
on such Payment Date pursuant to Section 3.5(c)(i)(A) of this Series Supplement)
and the Class A Liquidity Surplus on such Payment Date (after giving
effect to any withdrawals from the Class A Reserve Account on such Payment
Date pursuant to Section 3.3(d)(i) of this Series Supplement
and the amounts to be drawn under the Class A Letters of Credit pursuant
to Section 3.3(e)(I) of this Series Supplement) and (II) the
lesser of (x) such Principal Deficit Amount (after giving effect to any
withdrawals from the Class B Reserve Account on such Payment Date pursuant
to Section 3.5(c)(i)(A) of this Series Supplement and any withdrawals from the Class A
Reserve Account pursuant to clause (I) above) on such Payment Date and
(y) the Class A Available Reserve Account Amount on such Payment Date
(after giving effect to any withdrawals from the Class A Reserve Account
on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement
and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-3
Distribution Account on such Payment Date.


 


(ii)                                  Principal
Draws on Series 2005-3 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 2005-3
Distribution Account in accordance with clause (i) of this Section 3.5(c) on
such Payment Date, will be greater than zero (A) in the case of a Payment
Date that is not a Legal Final Payment Date, the Administrator shall instruct
the Trustee in writing to draw on:


 


(I)                                    (X) the
Class B Non-Ford Letters of Credit, if any, to the extent that on such
Payment Date there exists a Series 2005-3 Lease Principal Payment Deficit
in an amount equal to the sum of (x) the least of (1) the Class B
Liquidity Surplus (after giving effect to any withdrawals from the Class B
Reserve Account on such Payment Date pursuant to Section 3.3(d)(ii) and


 


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Section 3.5(c)(i)(A) of
this Series Supplement and any drawings on the Class B Letters of
Credit on such Payment Date pursuant to Section 3.3(e)(II) of this Series Supplement),
(2) the Series 2005-3 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 2005-3 Distribution
Account in accordance with clause (i) of this Section 3.5(c) and
the amount, if any, paid by Hertz under the Series 2005-3 Demand Note in
respect of such Principal Deficit Amount on such Payment Date, and (4) the
Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to
the amounts to be drawn on the Class B Non-Ford Letters of Credit on such
Payment Date pursuant to Section 3.3(e)(II) of this Series Supplement)
and (y) the least of (1) the excess, if any, of the Series 2005-3
Lease Principal Payment Deficit (after giving effect to the amounts to be drawn
on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to
clause (x) above) over the Class A Liquidity Surplus on such
Payment Date (after giving effect to any withdrawal from the Class A
Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of
this Series Supplement and Section 3.5(c)(i)(B) of this Series Supplement
and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 3.3(e)(I)
of this Series Supplement), (2) the excess, if any, of the amount by
which the Principal Deficit Amount on such Payment Date exceeds the sum of the
amount to be deposited in the Series 2005-3 Distribution Account in
accordance with clause (i) of this Section 3.5(c), the
amounts to be drawn on the Class B Non-Ford Letters of Credit on such
Payment Date pursuant to clause (x) above and the amount, if any, paid by Hertz
under the Series 2005-3 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 3.3(d)(i) of
this Series Supplement and Section 3.5(c)(i)(B) of this Series Supplement
and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 3.3(e)(I)
of this Series Supplement), and (3) the Class B Non-Ford Letter
of Credit Liquidity Amount (after giving effect to any drawings on the Class B
Non-Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(II)(X)
of this Series Supplement and clause (x) above);


 


(Y) the Class B
Ford Letters of Credit, if any, in an amount equal to the lesser of (A) the
excess, if any, of the amount by which the Principal Deficit Amount on such
Payment Date exceeds the sum of the amount to be deposited in the Series 2005-3
Distribution Account in accordance with clause (i) of this Section 3.5(c),
and the amounts to be drawn on the Class B Non-Ford Letters of Credit
pursuant to clause (X) above and pursuant to Section 3.13(d)(X)
of this Series Supplement, each on such Payment Date over the Class A
Liquidity Surplus on such Payment Date (after giving effect to any withdrawal
from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of
this Series Supplement and Section 3.5(b)(i)(B) of this Series Supplement
and the amounts to be drawn on the


 


88

















 


Class A
Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement),
and (B) the Class B Ford Letter of Credit Liquidity Amount (after
giving effect to any drawings on the Class B Ford Letters of Credit on
such Payment Date pursuant to Section 3.3(e)(II)(Y) of this Series Supplement);


 


(II)                                (X) the
Class A Non-Ford Letters of Credit, if any, to the extent that on such
Payment Date there exists a Series 2005-3 Lease Principal Payment Deficit
in an amount equal to the least of (1) the excess, if any, of the Series 2005-3
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 2005-3
Distribution Account in accordance with Section 3.5(c)(i) of
this Series Supplement, the amounts to be drawn on the Class B
Letters of Credit pursuant to clause (I) above and pursuant to Section 3.13(d)(X)
of this Series Supplement on such Payment Date and the amount, if any,
paid by Hertz under the Series 2005-3 Demand Note in respect of such
Principal Deficit Amount on such Payment Date, and (3) the Class A
Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings
on the Class A Non-Ford Letters of Credit on such Payment Date pursuant to
Section 3.3(e)(I)(X) of this Series Supplement);


 


(Y) the Class A
Ford Letters of Credit, if any, in an amount equal to the lesser of (1) the
amount by which the Principal Deficit Amount on such Payment Date exceeds the
sum of the amount to be deposited in the Series 2005-3 Distribution
Account in accordance with Section 3.5(c)(i) of this Series Supplement,
the amounts to be drawn on the Class B Letters of Credit pursuant to clause
(I) above and pursuant to Section 3.13(d)(X) of this Series Supplement
and on the Class A Non-Ford Letters of Credit pursuant to clause
(II)(X) above and pursuant to Section 2.12(d)(Y) of this Series Supplement,
each on such Payment Date, and (2) the Class A Ford Letter of Credit
Liquidity Amount (after giving effect to any drawings on the Class A Ford
Letters of Credit on such Payment Date pursuant to Section 3.3(e)(I)(Y)
of this Series Supplement);


 


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


 


(I)                                            (X)  the Class B Non-Ford Letters of Credit,
if any, to the extent that on the Three-Year Notes Legal Final Payment Date
there exists a Series 2005-3 Lease Principal Payment Deficit, in an amount
equal to the least of:


 


(1)                                  the
Series 2005-3 Lease Principal Payment Deficit;


 


(2)                                  the
amount, if any, by which the Class B Liquidity Amount (after giving effect
to any withdrawals from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and
Section 3.5(c)(i)(A) of this Series Supplement and any
drawings under the Class B Letters of Credit pursuant to Section 3.3(e)(II)
of this Series Supplement on the Three-Year Notes Legal Final Payment
Date) will


 


89

















 


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 3.3(e)(II)(X) of
this Series Supplement); and


 


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


 


(1)                                          the
Class B Ford Letter of Credit Liquidity Amount (after giving effect to any
draws to be made on the Class B Ford Letters of Credit on the Three-Year
Notes Legal Final Payment Date pursuant to Section 3.3(e)(II)(Y) of this Series Supplement),
and (2) the sum of (Aa) the amount by which the Principal Deficit Amount
on the Three-Year Notes Legal Final Payment
Date exceeds the sum of the amount to be deposited in the Series 2005-3
Distribution Account in accordance with Section 3.5(c)(i) of
this Series Supplement, the amounts to be drawn on the Class B
Non-Ford Letters of Credit pursuant to clause (X) above, each on such
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 3.13(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 3.3(d)(ii) and Section 3.5(c)(i)(A) of
this Series Supplement and any drawings to be made under the Class B
Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement
on the Three-Year Notes Legal Final Payment Date) will exceed the Class B
Required Liquidity Amount (after giving effect to all anticipated reductions in
the Class B Principal Amount on the Three-Year Notes Legal Final Payment
Date) and (y) an amount equal to the excess, if any, of (a) the Class B
Required Liquidity Amount on the earlier of (i) the date of the first
occurrence of a Series 2005-3 Lease Interest Payment Deficit (other than
any Series 2005-3 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 3.5(c)(ii)(B)(I)(Y)
or to be made in respect of the Three-Year Notes Legal Final Payment Date
pursuant to Section 3.3(d)(ii) of this Series Supplement
and all drawings made since such date or to be made in respect of the
Three-Year Notes Legal Final Payment Date under the Class B Letters of
Credit pursuant to Section 3.3(e)(II) of this Series Supplement;
provided, however, that any such withdrawals from the Class B
Reserve Account and/or drawings made under the Class B Letters of Credit
on account of a Series


 


90

















 


2005-3 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 2005-3 Lease Principal Payment Deficit, in an amount
equal to the least of:


 


(1)                                  the
excess, if any, of the Series 2005-3 Lease Principal Payment Deficit over
the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant
to clause (I)(X) above on such Payment Date;


 


(2)                                  the
amount, if any, by which the Class A Liquidity Amount (after giving effect
to any withdrawals from the Class A Reserve Account pursuant to Section 3.3(d)(i) and
Section 3.5(c)(i)(B) of this Series Supplement and any
drawings under the Class A Letters of Credit pursuant to Section 3.3(e)(I)
of this Series Supplement on the 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 3.3(e)(I)(X) of
this Series Supplement); and


 


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


 


(1)                                  the
Class A Ford Letter of Credit Liquidity Amount (after giving effect to any
draws to be made on the Class A Ford Letters of Credit on the Three-Year
Notes Legal Final Payment Date pursuant to Section 3.3(e)(I)(Y) of this Series Supplement),
and (2) the sum of (Aa) the amount by which the Principal Deficit Amount
on the Three-Year Notes Legal Final Payment Date exceeds the sum of the amount
to be deposited in the Series 2005-3 Distribution Account in accordance
with Section 3.5(c)(i) of this Series Supplement, the
amounts to be drawn on the Class B Letters of Credit pursuant to clause
(I) above and the Class A Non-Ford Letters of Credit pursuant to clause
(X) above, each on such Three-Year Notes Legal Final Payment Date, the amounts
to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 3.13(d)(X)
of this Series Supplement and the amounts to be drawn on the Class A
Non-Ford Letters of Credit pursuant to Section 3.13(d)(Y) of this Series Supplement,
each on the Business Day immediately preceding such 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 3.3(d)(i) and Section 3.5(c)(i)(B)


 


91

















 


of this Series Supplement and any
drawings to be made under the Class A Letters of Credit pursuant to Section 3.3(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 2005-3
Lease Interest Payment Deficit (other than any Series 2005-3 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 3.5(c)(ii)(B)(II)(Y) or to
be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to
Section 3.3(d)(i) of this Series Supplement and all
drawings made since such date or to be made in respect of the Three-Year Notes
Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 3.3(e)(I)
of this Series Supplement; provided, however, that any such
withdrawals from the Class A Reserve Account and/or drawings made under
the Class A Letters of Credit on account of a Series 2005-3 Lease
Interest Payment Deficit resulting from a failure to pay Rent or other amount
payable by the Lessee under the HVF Lease that is cured in full on or prior to
the fifth Business Day after the occurrence of such failure shall be excluded
from this clause (b);


 


(C)  [reserved]


 


(D)  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 2005-3 Lease Principal Payment Deficit, in an amount
equal to the lesser of:


 


(1)                                  the
Series 2005-3 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 3.3(e)(II)(X) of
this Series Supplement); and


 


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


 


(1)                                  the
Class B Ford Letter of Credit Liquidity Amount (after giving effect to any
draws to be made on the Class B Ford Letters of Credit on the Five-Year
Notes Legal Final Payment Date pursuant to Section 3.3(e)(II)(Y) of this


 


92

















 


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 2005-3
Distribution Account in accordance with Section 3.5(c)(i) of
this Series Supplement, the amounts to be drawn on the Class B
Non-Ford Letters of Credit pursuant to clause (X) above, each on such
Five-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B
Non-Ford Letters of Credit pursuant to Section 3.13(d)(X) of this Series Supplement
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 2005-3 Lease Interest Payment Deficit (other than
any Series 2005-3 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 3.5(c)(ii)(D)(I)(Y)
or to be made in respect of the Five-Year Notes Legal Final Payment Date
pursuant to Section 3.3(d)(ii) of this Series Supplement
and all drawings made since such date or to be made in respect of the Five-Year
Notes Legal Final Payment Date under the Class B Letters of Credit
pursuant to Section 3.3(e)(II) of this Series Supplement; provided,
however, that any such withdrawals from the Class B Reserve Account
and/or drawings made under the Class B Letters of Credit on account of a Series 2005-3
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 2005-3 Lease Principal Payment Deficit, in an amount
equal to the lesser of:


 


(1)                                  the
excess, if any, of the Series 2005-3 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 3.3(e)(I)(X) of
this Series Supplement).


 


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


 


(1)                                  the
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


 


93

















 


Three-Year Notes Legal Final Payment Date
pursuant to Section 3.3(e)(I)(Y) of this Series Supplement); and (2) the
sum of (Aa) the amount by which the Principal Deficit Amount on the Five-Year
Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in
the Series 2005-3 Distribution Account in accordance with Section 3.5(c)(i) of
this Series Supplement, the amounts to be drawn on the Class B
Letters of Credit pursuant to clause (I) above and the Class A
Non-Ford Letters of Credit pursuant to clause (X) above, each on such
Five-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B
Non-Ford Letters of Credit pursuant to Section 3.13(d)(X) of this Series Supplement
and the amounts to be drawn on the Class A Non-Ford Letters of Credit
pursuant to Section 3.13(d)(Y) of this Series Supplement, each
on the Business Day immediately preceding such 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 2005-3 Lease Interest Payment Deficit (other than
any Series 2005-3 Lease Interest Payment Deficit resulting from a failure
to pay Rent or other amount payable by the Lessee under the HVF Lease that is
cured in full on or prior to the fifth Business Day after the occurrence of
such failure) and (II) the Five-Year Notes Legal Final Payment Date over (y) the
aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all
withdrawals from the Class A Reserve Account made since the date set forth
in clause (2)(Ab)(x) of this Section 3.5(c)(ii)(D)(II)(Y) or
to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant
to Section 3.3(d)(i) of this Series Supplement and all
drawings made since such date or to be made in respect of the Five-Year Notes
Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 3.3(e)(I)
of this Series Supplement; provided, however, that any such
withdrawals from the Class A Reserve Account and/or drawings made under
the Class A Letters of Credit on account of a Series 2005-3 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 2005-3
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 2005-3 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


 


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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 2005-3
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 2005-3
Distribution Account an amount equal to the lesser of (x) the Class A Ford
Cash Collateral Percentage on such Payment Date of the amount set forth in the
notice provided to the Trustee by the Administrator and (y) the Class A
Available Ford Cash Collateral Account Amount on such Payment Date and draw an
amount equal to the remainder of such amount on the Class A Ford Letters
of Credit; and


 


(II) (X) the Class B Non-Ford
Letters of Credit by presenting to each Class B Non-Ford Letter of Credit
Provider a draft accompanied by a Class B Certificate of Credit Demand and
shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-3
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 2005-3 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 2005-3
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 2005-3 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


 


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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 2005-3
Distribution Account.


 


(d)                                 Legal Final Payment
Dates. (A)  The Class A-1 Principal Amount, the Class B-1
Principal Amount and the Class B-2 Principal Amount shall be due and
payable on the Three-Year Notes Legal Final Payment Date. If the amount to be
deposited in the Series 2005-3 Distribution Account in accordance with Section 3.5(a) of
this Series Supplement with respect to the Three-Year Notes Legal Final
Payment Date together with any amounts to be deposited therein in accordance
with Section 3.5(c) of this Series Supplement on the
Three-Year Notes Legal Final Payment Date, in each case to pay principal of the
Class A Notes and the Class B Notes, is less than the sum of the Class A-1
Outstanding Principal Amount, the Class B-1 Principal Amount and the Class B-2
Principal Amount on the Three-Year Notes Legal Final Payment Date, prior to
10:30 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 3.3(d)(ii) and Section 3.5(c)(i)(A) of
this Series Supplement), (ii) the amount by which the Class B
Liquidity Amount (after giving effect to any withdrawals from the Class B
Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of
this Series Supplement and any drawings under the Class B Letters of
Credit pursuant to Section 3.3(e)(II) and Section 3.5(c)(ii)(B)(I)
of this Series Supplement on the 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 3.3(d)(i) and Section 3.5(c)(i)(B) of
this Series Supplement), (ii) the amount by which the Class A
Liquidity Amount (after giving effect to any withdrawals from the Class A
Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of
this Series Supplement and any drawings under the Class A Letters of
Credit pursuant to Section 3.3(e)(I) and Section 3.5(c)(ii)(B)(II)
of this Series Supplement on the 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-1 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) and the amounts withdrawn from the Class B
Reserve Account pursuant to clause (I) of this sentence, and deposit
such withdrawn amounts in the Series 2005-3 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 2005-3 Distribution Account
on or prior to the Three-Year Notes Legal Final Payment Date. 


 


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(B)                                [reserved]


 


(C)                                The Class A-2 Principal Amount, the Class B-3
Principal Amount and the Class B-4 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 2005-3 Distribution Account in accordance
with Section 3.5(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 3.5(c) of
this Series Supplement on the Five-Year Notes Legal Final Payment Date, in
each case to pay principal of the Class A-2 Notes and the Class B
Notes, is less than the sum of the Class A-2 Outstanding Principal Amount,
the Class B-3 Principal Amount and the Class B-4 Principal Amount on
the Five-Year Notes Legal Final Payment Date, prior to 10:30 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 3.3(d)(ii) and
Section 3.5(c)(i)(A) of this Series Supplement), and (ii) such
insufficiency and (II) the Class A Reserve Account, an amount equal to the
lesser of (i) the Class A Available Reserve Account Amount, (after
giving effect to any withdrawals from the Class A Reserve Account pursuant
to Section 3.3(d)(i) and Section 3.5(c)(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 2005-3 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 2005-3 Distribution Account
on or prior to the Five-Year Notes Legal Final Payment Date.


 


(D)                               If, after giving effect
to any such deposits into the Series 2005-3 Distribution Account for
payment of the Class A Notes, the amount to be deposited in the Series 2005-3
Distribution Account with respect to the Three-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 Class A-1 Outstanding Principal Amount with
respect to the Three-Year Notes Legal Final Payment Date, and the Class A-2
Outstanding Principal Amount with respect to the Five-Year Notes Legal Final
Payment Date, the Administrator shall instruct the Trustee in writing to make a
demand on the Insurance Policy on the second Business Day preceding such Legal
Final Payment Date and, upon receipt of such notice, the Trustee shall make a
demand on the Insurance Policy on the second Business Day preceding such Legal
Final Payment Date in an amount equal to such insufficiency in accordance with
the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-3
Distribution Account.


 


(e)                                  Distribution.
On each Payment Date occurring on or after the date a withdrawal is made
pursuant to Section 3.5(a) of this Series Supplement, the
Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay (i) first,
to the Class A Noteholders the amount deposited in the Series 2005-3
Distribution Account for the payment of principal of the Class A Notes
held by such Class A Noteholders pursuant to Section 3.5(a) of this
Series Supplement, 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 2005-3 Distribution Account for the payment of
principal of the Class A Notes held by such Class A Noteholders pursuant to


 


97

















 


Section 3.5(a)
of this Series Supplement and any amounts deposited in the Series 2005-3
Distribution Account for the payment of principal of such Class A Notes
pursuant to Section 3.5(c) of this Series Supplement and, to the extent
necessary to pay the Class A-1 Outstanding Principal Amount on the Three-Year
Notes Legal Final Payment Date or to pay the Class A-2 Outstanding Principal
Amount on the Five-Year Notes Legal Final Payment Date, amounts deposited in
the Series 2005-3 Distribution Account pursuant to Section 3.5(d) of
this Series Supplement, (ii) second, once all amounts due to such Class
A Noteholders on such Payment Date have been paid in full, to the Class B Noteholders
the amount deposited in the Series 2005-3 Distribution Account for the payment
of principal of the Class B Notes held by such Class B Noteholders pursuant to Section
3.5(a) of this Series Supplement and any amounts deposited in the Series
2005-3 Distribution Account for the payment of principal of such Class B Notes
pursuant to Section 3.5(c) of this Series Supplement and, to the extent
necessary to pay the Class B-1 Principal Amount and the Class B-2 Principal
Amount on the Three-Year Notes Legal Final Payment Date or to pay the Class B-3
Principal Amount and the Class B-4 Principal Amount on the Five-Year Notes
Legal Final Payment Date, amounts deposited in the Series 2005-3 Distribution
Account pursuant to Section 3.5(d) of this Series Supplement, (iii) third,
once the Series 2005-3 Notes have been paid in full, to Ford the amounts
deposited in the Series 2005-3 Distribution Account for the payment of all
unpaid Ford Reimbursement Obligations pursuant to Section 3.5(a) of this
Series Supplement and (iv) fourth, once all amounts due and owing to
Ford pursuant to the immediately preceding clause have been paid in full, only
for so long as the Ford LOC Exposure Amount is greater than zero, only to the
extent that after giving effect to such payment the Fleet Equity Condition
would be satisfied, to each Interest Rate Hedge Provider the amounts deposited
in the Series 2005-3 Distribution Account for the payment of all amounts due
and owing to it under its Series 2005-3 Interest Rate Hedge.


 


(f)                                    Decreases.  (I)  On
any Business Day on which (a) a Mandatory Decrease pursuant to Section
2.2(a) of this Series Supplement shall be declared, the Trustee shall
withdraw from the Series 2005-3 Excess Collection Account in accordance with
the written instructions of the Administrator an amount equal to the lesser of
(x) the funds then allocated to the Series 2005-3 Excess Collection Account
(including proceeds from any Increase) pursuant to Section 3.2(a)(ii) or
(c)(ii) of this Series Supplement and any amounts allocated by HVF to
the Series 2005-3 Excess Collection Account pursuant to Section 3.2(e)
of this Series Supplement) and, in each case, available for payment of such
Mandatory Decrease pursuant to Section 3.2(f) of this Series Supplement
and (y) the amount of such Mandatory Decrease, and distribute on a pro  rata
basis such amount to the Class A Noteholders as a payment of principal or (b) a
Voluntary Decrease pursuant to Section 2.2(b) and 3.2(f) of this
Series Supplement shall be declared, the Trustee shall distribute the amounts
withdrawn from the Series 2005-3 Excess Collection Account and/or the Series
2005-3 Collection Account pursuant to Section 3.2(c) of this Series
Supplement in connection with such Voluntary Decrease to the Class A
Noteholders as a payment of principal.


 


(II) 
(a) On the Three-Year Notes Expected Final Payment Date, the Trustee
shall withdraw from the Series 2005-3 Excess Collection Account in accordance
with the written instructions of the Administrator an amount equal to the
lesser of (x) the


 


98

















 


funds then
allocated to the Series 2005-3 Excess Collection Account (including proceeds
from any Increase) pursuant to Section 3.2(a)(ii) or (c)(ii) of
this Series Supplement and any amounts allocated by HVF to the Series 2005-3
Excess Collection Account pursuant to Section 3.2(e) of this Series
Supplement) and, in each case, available for payment of principal of the Class
A Notes and the Class B Notes pursuant to Section 3.2(f) of this Series
Supplement and (y) the Class A-1 Year Outstanding Principal Amount, the Class
B-1 Principal Amount and the Class B-2 Principal Amount on such date, and
distribute such amount (I) to the Class A-1 Noteholders on a pro  rata
basis as payment of principal of the Class A-1 Notes until the Class A-1
Noteholders have been paid the Class A-1 Outstanding Principal Amount in full
and (II) once the Class A-1 Noteholders have been paid the Class A-1
Outstanding Principal Amount in full, to the Class B Noteholders on a pro
rata basis as a payment of principal of the Class B-1 Notes and the
Class B-2 Notes until the Class B-1 Notes and the Class B-2 Notes have been
paid in full and (b) on the Five-Year Notes Expected Final Payment Date, the
Trustee shall withdraw from the Series 2005-3 Excess Collection Account in
accordance with the written instructions of the Administrator an amount equal
to the lesser of (x) the funds then allocated to the Series 2005-3 Excess
Collection Account (including proceeds from any Increase) pursuant to Section
3.2(a)(ii) or (c)(ii) of this Series Supplement and any amounts
allocated by HVF to the Series 2005-3 Excess Collection Account pursuant to Section
3.2(e) of this Series Supplement) and, in each case, available for payment
of the Class A Notes and the Class B Notes pursuant to Section 3.2(f) of
this Series Supplement and (y) the Class A-2 Outstanding Principal Amount, the
Class B-3 Principal Amount and the Class B-4 Principal Amount on such date, and
distribute such amount (I) to the Class A Noteholders on a pro  rata
basis as payment of principal of the Class A-2 Notes until the Class A-2
Noteholders have been paid the Class A-2 Outstanding Principal Amount in full
and (II) once the Class A-2 Noteholders have been paid the Class A-2 Outstanding
Principal Amount in full, to the Class B Noteholders on a pro  rata
basis as a payment of principal of the Class B-3 Notes and the Class B-4 Notes
until the Class B-3 Notes and the Class B-4 Notes have been paid in full.


 


Section 3.6.                                   Payment
by Wire Transfer.


 


On each Payment Date, pursuant to Section 6.1
of the Base Indenture and Sections 3.4 and 3.5 hereof, the
Trustee shall cause the amounts (to the extent received by the Trustee) set
forth in Section 3.4 or 3.5 of this Series Supplement to be paid
by wire transfer of immediately available funds released from the Series 2005-3
Distribution Account no later than 4:30 p.m. (New York City time) for credit to
the account designated by the Series 2005-3 Noteholders.


 


Section 3.7.                                   The
Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment.


 


If the Administrator fails to give notice or
instructions to make any payment from or deposit into the Collection Account or
any Series 2005-3 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


 


99

















 


Account or
such Series 2005-3 Series Account without such notice or instruction from the
Administrator, provided that the Administrator or, in the case of any
payment from a Series 2005-3 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 2005-3 Letters of Credit with
respect to a Class of Series 2005-3 Notes required to be given by the
Administrator, at the time specified in this Series Supplement, the Trustee
shall draw on such Series 2005-3 Letters of Credit with respect to such Class
of Series 2005-3 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
2005-3 Letter of Credit.


 


Section 3.8.                                   Class
A Reserve Account.


 


(a)                                  Establishment
of Class A Reserve Account.  HVF
shall establish and maintain in the name of the Trustee for the benefit of the
Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge
Provider an account (the “Class A Reserve Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2005-3 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


 


100

















 


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 2005-3 Notes.
 In
order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-3 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 2005-3 Noteholders, the Insurer,
Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and
interest in and to the following (whether now or hereafter existing or
acquired):  (i) the Class A Reserve
Account, including any security entitlement thereto; (ii) all funds on deposit
therein from time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the Class A Reserve Account or the
funds on deposit therein from time to time; (iv) all investments made at any
time and from time to time with monies in the Class A Reserve Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Class A Reserve
Account, the funds on deposit therein from time to time or the investments made
with such funds; and (vi) all proceeds of any and all of the foregoing,
including, without limitation, cash (the items in the foregoing clauses (i)
through (vi) are referred to, collectively, as the “Class A Reserve
Account Collateral”).


 


(e)                                  Class
A Reserve Account Surplus.  In the
event that the Class A Reserve Account Surplus on any Payment Date is greater
than zero, the Trustee, acting in accordance with the written instructions of
the Administrator (with a copy to the Insurer), shall withdraw from the Class A
Reserve Account an amount equal to the Class A Reserve Account Surplus and (i)
deposit in the Class B Reserve Account the lesser of (x) such Class A Reserve
Account Surplus and (y) the excess, if any, of the Class B Required Reserve
Account Amount as of such Payment Date over the Class B Available Reserve
Account Amount as of such Payment Date, in each case as of such Payment Date,
(ii) pay to Ford the lesser of (x) the excess of such Class A Reserve Account
Surplus over the amounts deposited pursuant to clause (i) above and (y)
all unpaid Ford Reimbursement Obligations and (iii) only for so long as the
Ford LOC Exposure Amount is greater than zero, only to the extent that after
giving effect to any such payment, the Fleet Equity Condition would be
satisfied, (A) pay to each Interest Rate Hedge Provider on a pro  rata
basis the lesser of (x) the excess of such Class A Reserve Account Surplus over
the amounts deposited and/or paid pursuant to clauses (i) and (ii)
above and (y) all amounts then due and owing to each such Interest Rate Hedge
Provider under its Series 2005-3 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.


 


101

















 


(f)                                    Termination
of Class A Reserve Account.  On or
after the date on which the Series 2005-3 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 2005-3 Interest Rate Hedge and Ford has been paid all
unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with
the written instructions of the Administrator, only for so long as the Ford LOC
Exposure Amount is greater than zero, only to the extent that after giving
effect to any such withdrawal, the Fleet Equity Condition would be satisfied,
shall withdraw from the Class A Reserve Account all remaining amounts on
deposit therein for payment to HVF.


 


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


 


(a)                                  (I)  Class A Ford Cash Collateral Account
Constitutes Additional Collateral for Series 2005-3 Notes.  In order to secure and provide for the
repayment and payment of the Note Obligations with respect to the Series 2005-3
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 2005-3
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of
HVF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired):  (i) the
Class A Ford Cash Collateral Account, including any security entitlement
thereto; (ii) all funds on deposit in the Class A Ford Cash Collateral Account
from time to time; (iii) all certificates and instruments, if any, representing
or evidencing any or all of the Class A Ford Cash Collateral Account or the
funds on deposit therein from time to time; (iv) all investments made at any
time and from time to time with monies in the Class A Ford Cash Collateral
Account, whether constituting securities, instruments, general intangibles,
investment property, financial assets or other property; (v) all interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for the Class
A Ford Cash Collateral Account, the funds on deposit therein from time to time
or the investments made with such funds; and (vi) all proceeds of any and all
of the foregoing, including, without limitation, cash (the items in the
foregoing clauses (i) through (vi) are referred to, collectively,
as the “Class A Ford Cash Collateral Account Collateral”).


 


(II)                                Class
A Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series
2005-3 Notes.  In order to secure and
provide for the repayment and payment of the Note Obligations with respect to
the Series 2005-3 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 2005-3 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


 


102

















 


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 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 2005-3 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 2005-3 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


 


103

















 


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 2005-3 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 10:30 a.m. (New York
City time), by 12:00 p.m. (New York City time) on the next following Business
Day), draw the lesser of the amounts set forth in clauses (x) and (y)
above on such Class A Letter of Credit by presenting a draft accompanied by a
Class A Certificate of Termination Demand and shall cause the Class A LOC
Termination Disbursements to be deposited in the Class A Non-Ford Collateral
Account, in the case of a Class A LOC Termination Disbursement under a Class A
Non-Ford Letter of Credit, and the Class A Ford Cash Collateral Account, in the
case of a Class A LOC Termination Disbursement under a Class A Ford Letter of
Credit.  If the Trustee does not receive
the notice from the Administrator described above on or prior to the date that
is fifteen (15) Business Days prior to each Class A Letter of Credit Expiration
Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business
Day draw the full amount of such Class A Letter of Credit by presenting a draft
accompanied by a Class A Certificate of Termination Demand and shall cause the
Class A LOC Termination Disbursements to be deposited in the applicable Class A
Cash Collateral Account.


 


(c)                                  Class
A Letter of Credit Providers.  The
Administrator shall notify the Trustee, Fitch and the Insurer in writing within
one Business Day of becoming aware that the short-term debt credit rating of
any Class A Letter of Credit Provider has fallen below “A-1” as determined by
Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt
credit rating of any Class A Letter of Credit Provider has fallen below “A+” as
determined by Standard & Poor’s or “A1” as determined by Moody’s (with
respect to any Class A Letter of Credit Provider, a “Class A Downgrade Event”).  On the thirtieth (30th) day after the occurrence
of a Class A Downgrade Event with respect to any Class A Letter of Credit
Provider, the Administrator shall notify the Trustee and the Insurer in writing
on such date of (i) the greatest of (A) the excess, if any, of the Class A
Required Enhancement Amount over the Class A Adjusted Enhancement Amount,
excluding the available amount under the Class A Letter of Credit issued by
such Class A Letter of Credit Provider, on such date, (B) the excess, if any,
of the Class A Required Liquidity Amount over the Class A Adjusted Liquidity
Amount, excluding the available amount under such Class A Letter of Credit, on
such date, (C) the excess, if any, of the Class B Required Enhancement Amount
over the Class B Adjusted Enhancement Amount, excluding the available amount
under the Class A Letter of Credit issued by


 


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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 2005-3
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, and the Class A Ford
Cash Collateral Account, in the case of a Class A LOC Termination Disbursement
under a Class A Ford Letter of Credit.


 


(d)                                 Class
A Preference Amount Demands on the Class A Non-Ford Letters of Credit.  If the Insurer notifies the Trustee in
writing that the Insurer shall have made a payment under the Insurance Policy
in respect of a Class A Preference Amount, subject to the satisfaction of the
conditions set forth in the next succeeding sentence, the Trustee shall draw an
amount equal to the lesser of (i) such Class A Preference Amount and (ii) the
Class A Non-Ford Letter of Credit Liquidity Amount on the Class A Non-Ford
Letters of Credit by presenting to each Class A Non-Ford Letter of Credit
Provider (with a copy to the Insurer) a draft accompanied by a Class A
Certificate of Preference Payment Demand and shall cause the Class A LOC
Preference Payment Disbursements to be paid to the Insurer; provided, however,
that if the Class A Non-Ford Cash Collateral Account has been established and
funded, the Trustee shall draw an amount equal to the product of (a) 100% minus
the Class A Non-Ford Cash Collateral Percentage and (b) the lesser of the
amounts referred to in clause (i) and (ii) on such Business Day
on the Class A Non-Ford Letters of Credit as calculated by the Administrator,
at the request of the Trustee, and provided in writing to the Trustee and the
Insurer.  Prior to any draw on the Class
A Non-Ford Letters of Credit or withdrawal from the Class A Non-Ford Cash
Collateral Account pursuant to this Section 3.9(d), the Trustee shall
have received a certified copy of the order requiring the return of such Class
A Preference Amount.


 


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


 


105

















 


Class A Required
Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or
exceed the Class A Required Liquidity Amount, and (iii) the Class B Adjusted
Enhancement Amount will equal or exceed the Class B Required Enhancement
Amount.  If the Trustee receives a
written notice from Ford, substantially in the form of Exhibit D-1-2,
requesting the replacement of any Class A Ford Letter of Credit, the Trustee
shall within two Business Days of the receipt of such notice and upon receipt
of a substitute Class A Ford Letter of Credit having a stated amount equal to
the available amount of the Class A Ford Letter of Credit being replaced issued
by a Class A Eligible Ford Letter of Credit Provider deliver to the Class A
Letter of Credit Provider who issued the Class A Ford Letter of Credit being
replaced a written notice in the form provided in such Class A Ford Letter of
Credit confirming cancellation of such Class A Ford Letter of Credit and shall
deliver such cancelled Class A Ford Letter of Credit to such Class A Letter of
Credit Provider as soon as practicable.


 


(II)                                Reductions
in Stated Amounts of the Class A Non-Ford Letters of Credit.  If the Trustee receives a written notice from
the Lessee, substantially in the form of Exhibit D-2, requesting a
reduction in the stated amount of any Class A Non-Ford Letter of Credit, the
Trustee shall within two Business Days of the receipt of such notice deliver to
the Class A Non-Ford Letter of Credit Provider who issued such Class A Non-Ford
Letter of Credit a Class A Notice of Reduction requesting a reduction in the
stated amount of such Class A Non-Ford Letter of Credit in the amount requested
in such notice effective on the date set forth in such notice, provided
that on such effective date, after giving effect to the requested reduction in
the stated amount of such Class A Non-Ford Letter of Credit, (i) the Class A
Adjusted Enhancement Amount will equal or exceed the Class A Required
Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or
exceed the Class A Required Liquidity Amount, (iii) the Class B Adjusted
Enhancement Amount will equal or exceed the Class B Required Enhancement
Amount, and (iv) the Class A Non-Ford Letter of Credit Liquidity Amount will
equal or exceed the Series 2005-3 Demand Note Payment Amount.


 


(f)                                    (I)  Draws on the Class A Ford Letters of
Credit.  If there is more than one
Class A Ford Letter of Credit on the date of any draw on the Class A Ford
Letters of Credit pursuant to the terms of this Series Supplement (other than
pursuant to Sections 3.9(b) and (c) of this Series Supplement),
the Administrator shall instruct the Trustee, in writing, to draw on each Class
A Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class A
Ford Letter of Credit Provider issuing such Class A Ford Letter of Credit of
the amount of such draw on the Class A Ford Letters of Credit.


 


(II)                                Draws
on the Class A Non-Ford Letters of Credit. 
If there is more than one Class A Non-Ford Letter of Credit on the date
of any draw on the Class A Non-Ford Letters of Credit pursuant to the terms of
this Series Supplement (other than pursuant to Sections 3.9(b) and (c)
of this Series Supplement), the Administrator shall instruct the Trustee, in
writing, to draw on each Class A Non-Ford Letter of Credit in an amount equal
to the Pro Rata Share of the Class A Non-Ford Letter of Credit Provider issuing
such Class A Non-Ford Letter of Credit of the amount of such draw on the Class
A Non-Ford Letters of Credit.


 


106

















 


(g)                                 (I)  Establishment of Class A Ford Cash
Collateral Account.  On or prior to
the date of any drawing under a Class A Ford Letter of Credit pursuant to Section
3.9(b) or (c) of this Series Supplement, HVF shall establish and
maintain in the name of the Trustee for the benefit of the Series 2005-3
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 2005-3 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 established, HVF shall instruct the Trustee in writing to transfer all cash
and investments from the non-qualifying Class A Ford Cash Collateral Account
into the new Class A Ford Cash Collateral Account.


 


(II)                                Establishment
of Class A Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under
a Class A Non-Ford Letter of Credit pursuant to Section 3.9(b) or (c)
of this Series Supplement, HVF shall establish and maintain in the name of the
Trustee for the benefit of the Series 2005-3 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 2005-3
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


 


107

















 


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 3.8(j)(X), withdraw the amount specified by
the Administrator from the Class A Cash Collateral Account specified by the
Administrator and apply such amount in accordance with the terms of this Section
3.8(j)(X).  The amount of any such
withdrawal from the Class A Ford Cash Collateral Account shall be limited to
the lesser of (a) the Class A Available Ford Cash Collateral Account Amount on
such Payment Date and (b) the Class A Cash Collateral Account Surplus (after
giving effect to any withdrawal from the Class A Non-Ford Cash Collateral
Account) on such Payment Date.  The
amount of any such withdrawal from the Class A Non-Ford Cash Collateral Account
shall be limited to the least of (a) the Class A Available Non-Ford Cash
Collateral Account Amount on such Payment Date, (b) the Class A Cash Collateral
Account Surplus (after giving effect to any withdrawal from the Class A Ford
Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the
Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date over
the Series 2005-3 Demand Note Payment Amount on such Payment Date.  Any amounts withdrawn from the Class A Ford
Cash Collateral Account pursuant to this Section 3.8(j)(X) shall be paid
to Ford.  Any amounts withdrawn from the
Class A Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that
there are unpaid Ford Reimbursement Obligations due and owing to Ford, the
lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral
Account and the amount of such unpaid Ford Reimbursement Obligations, second,
only for so long as the Ford LOC Exposure Amount is greater than zero, only to
the extent that after giving effect to any such withdrawal, the Fleet Equity
Condition would be satisfied, to the Class A Non-Ford Letter of Credit
Providers, to the extent that there are unreimbursed Class A Disbursements due
and owing to such Class A Non-Ford Letter of Credit Providers in respect of the
Class A Non-Ford Letters of Credit, for application in accordance with the
provisions of the respective Class A Non-Ford Letter of Credit Reimbursement
Agreement, and third, only for so long as the Ford LOC Exposure Amount
is greater than zero, only to the extent that after giving effect to any such
withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining
amounts.  (Y) Irrespective of whether
there is a Class A Cash Collateral Account Surplus, in the event that the Class
A Ford Cash Collateral Account has been established pursuant to Section
3.8(g)(I) of this Series Supplement, the proceeds of one or more Class A
LOC Termination Disbursements have been deposited therein pursuant to Section
3.8(b) or Section 3.8(c) of this Series Supplement and Ford delivers
to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible
Letter of Credit Provider the Administrator shall direct the Trustee to, and
the Trustee, acting in accordance with the written instructions of the
Administrator shall withdraw from the Class A Ford Cash Collateral


 


108

















 


Account an amount equal
to the stated amount of such Class A Ford Letter of Credit and pay such amount
to Ford.


 


(k)                                  Termination
of Class A Cash Collateral Accounts. 
(X)  On the earlier of the
termination of this Series Supplement in accordance with Section 7.14 of
this Series Supplement and the Five-Year Notes Legal Final Payment Date, the
Trustee, acting in accordance with the written instructions of the Administrator,
shall withdraw from the Class A Ford Cash Collateral Account and (i) pay to
Ford an amount equal to the lesser of (x) the Class A Available Ford Cash
Collateral Account Amount and (y) the excess, if any, of (A) the aggregate
amount of Class A LOC Termination Disbursements deposited into the Class A Ford
Cash Collateral Account pursuant to Section 3.9(b) or Section 3.9(c)
of this Series Supplement over (B) the aggregate amount withdrawn from the
Class A Ford Cash Collateral Account pursuant to Section 3.3(e)(I)(Y) or
Section 3.5(c)(ii) of this Series Supplement that has not be reimbursed
by HVF in accordance with Section 3.17 of this Series Supplement on or
prior to such date, (ii) pay to Ford, an amount equal to the lesser of (x) the
amount of unpaid Ford Reimbursement Obligations due and owing to Ford and (y)
the excess, if any, of the Class A Available Ford Cash Collateral Account
Amount over the amount paid to Ford pursuant to clause (i) above and
(iii) pay to HVF, any funds remaining in the Class A Ford Cash Collateral
Account..


 


(Y)  Upon the termination of this Series
Supplement in accordance with its terms, the Trustee, acting in accordance with
the written instructions of the Administrator, after the prior payment of all
amounts due and owing to the Series 2005-3 Noteholders, the Insurer, Ford and
each Interest Rate Hedge Provider and payable from the Class A Non-Ford Cash
Collateral Account as provided herein, shall withdraw from such Class A
Non-Ford Cash Collateral Account all amounts on deposit therein (to the extent
not withdrawn pursuant to Section 3.9(d) above) and shall pay such
amounts, first, to Ford to the extent that there are unpaid Ford
Reimbursement Obligations due and owing to Ford, second, only for so
long as the Ford LOC Exposure Amount is greater than zero, only to the extent
that after giving effect to any such withdrawal, the Fleet Equity Condition
would be satisfied, pro  rata to the Class A Non-Ford Letter of
Credit Providers, to the extent that there are unreimbursed Class A
Disbursements due and owing to such Class A Non-Ford Letter of Credit
Providers, for application in accordance with the provisions of the respective
Class A Non-Ford Letters of Credit, and third, only for so long as the
Ford LOC Exposure Amount is greater than zero, only to the extent that after
giving effect to any such withdrawal, the Fleet Equity Condition would be
satisfied, to HVF any remaining amounts.


 


Section 3.10.                             Series
2005-3 Distribution Account.


 


(a)                                  Establishment
of Series 2005-3 Distribution Account. 
The Trustee shall establish and maintain in the name of the Trustee for
the benefit of the Series 2005-3 Noteholders, the Series 2005-3 Interest Rate
Hedge Provider and Ford an account (the “Series 2005-3 Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2005-3 Noteholders, the Series 2005-3
Interest Rate Hedge Provider and Ford. 
The Series 2005-3 Distribution Account shall be an Eligible Deposit
Account.  If the Series 2005-3
Distribution Account


 


109

















 


is at any time no longer
an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining
knowledge that the Series 2005-3 Distribution Account is no longer an Eligible
Deposit Account, establish a new Series 2005-3 Distribution Account that is an
Eligible Deposit Account.  If a new
Series 2005-3 Distribution Account is established, HVF shall instruct the
Trustee in writing to transfer all cash and investments from the non-qualifying
Series 2005-3 Distribution Account into the new Series 2005-3 Distribution
Account.  Initially, the Series 2005-3
Distribution Account will be established with the Trustee.


 


(b)                                 Administration
of the Series 2005-3 Distribution Account. 
The Administrator may instruct the institution maintaining the Series
2005-3 Distribution Account in writing to invest funds on deposit in the Series
2005-3 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 2005-3
Distribution Account), unless any Permitted Investment held in the Series
2005-3 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 2005-3 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 2005-3 Distribution
Account shall remain uninvested.


 


(c)                                  Earnings
from Series 2005-3 Distribution Account. 
All interest and earnings (net of losses and investment expenses) paid
on funds on deposit in the Series 2005-3 Distribution Account shall be deemed
to be on deposit and available for distribution.


 


(d)                                 Series
2005-3 Distribution Account Constitutes Additional Collateral for Series 2005-3
Notes.  In order to secure and
provide for the repayment and payment of the Note Obligations with respect to
the Series 2005-3 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 2005-3 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 2005-3 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 2005-3
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 2005-3 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 2005-3 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


 


110

















 


of the foregoing,
including, without limitation, cash (the items in the foregoing clauses (i)
through (vi) are referred to, collectively, as the “Series 2005-3
Distribution Account Collateral”).


 


Section 3.11.                             Trustee
as Securities Intermediary.


 


(a)                                  The
Trustee or other Person holding the Series 2005-3 Collection Account, the
Series 2005-3 Excess Collection Account, the Series 2005-3 Accrued Interest
Account, the Class A Reserve Account, the Class B Reserve Account, the Series
2005-3 Cash Collateral Account or the Series 2005-3 Distribution Account (each
a “Series 2005-3 Designated Account”) shall be the “Securities
Intermediary”.  If the Securities
Intermediary in respect of any Series 2005-3 Designated Account is not the
Trustee, HVF shall obtain the express agreement of such Person to the
obligations of the Securities Intermediary set forth in this Section 3.11.


 


(b)                                 The
Securities Intermediary agrees that:


 


(i)                                     The
Series 2005-3 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 2005-3 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
2005-3 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 2005-3
Designated Account;


 


(iv)                              Each
item of property (whether investment property, security, instrument or cash)
credited to a Series 2005-3 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 2005-3 Designated Accounts, the Securities Intermediary shall comply
with such entitlement order without further consent by HVF or the
Administrator;


 


(vi)                              The
Series 2005-3 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 2005-3
Designated Accounts


 


111

















 


(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 other Person
relating to the Series 2005-3 Designated Accounts and/or any Financial Assets
credited thereto pursuant to which it has agreed to comply with entitlement
orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other
Person and the Securities Intermediary has not entered into, and until the
termination of this Series Supplement will not enter into, any agreement with
HVF purporting to limit or condition the obligation of the Securities
Intermediary to comply with entitlement orders as set forth in Section
3.11(b)(v) of this Series Supplement; and


 


(viii)                        Except
for the claims and interest of the Trustee and HVF in the Series 2005-3
Designated Accounts, the Securities Intermediary knows of no claim to, or
interest, in the Series 2005-3 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 2005-3
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 2005-3 Designated Accounts and in all proceeds
thereof, and shall be the only person authorized to originate entitlement
orders in respect of the Series 2005-3 Designated Accounts.


 


Section 3.12.                             Series
2005-3 Interest Rate Hedges.


 


(a)                                  On
the Series 2005-3 Closing Date, HVF shall acquire one or more interest rate
caps or swaps, in form and substance acceptable to the Insurer (each a “Series
2005-3 Interest Rate Hedge”), from an Eligible Interest Rate Hedge Provider
with funds available to it.  The
aggregate initial notional amount of all Series 2005-3 Interest Rate Hedges
shall equal the sum of the Class B-1 Principal Amount and the Class B-3
Principal Amount on the Series 2005-3 Closing Date, and, thereafter, the
aggregate notional amount of all Series 2005-3 Interest Rate Hedges may be
reduced pursuant to the related Series 2005-3 Interest Rate Hedge but shall not
at any time be less than the sum of the Class B-1 Principal Amount and the
Class B-3 Principal Amount.  The strike
rate of each Series 2005-3 Interest Rate Hedge in the form of a cap shall not
be greater than 4.87%.  The fixed rate of
each Series 2005-3 Interest Rate Hedge in the form of a swap shall not be
greater than 4.87%.  HVF shall satisfy
the Series 2005-3 Rating Agency Condition and, so long as the Class A Notes
have not been paid in full and retired, obtain the consent of the Insurer (such
consent not to be unreasonably withheld or delayed) in connection with its
acquisition of any Series 2005-3 Interest Rate Hedge.  The Series


 


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2005-3 Interest Rate
Hedge must provide that (i) no payments from the Series 2005-3 Hedge Provider
to HVF shall be conditioned upon payment of amounts (other than the Monthly
Hedge Payment) due to such Series 2005-3 Interest Rate Hedge Provider from HVF,
to the extent that any such non-payment resulted only from the Fleet Equity
Condition failing to be satisfied, (ii) the Series 2005-3 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 2005-3
Hedge Provider under such Series 2005-3 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 2005-3 Interest Rate Hedge, and
such Series 2005-3 Interest Rate Hedge continues to be in effect, such Interest
Rate Hedge Provider shall constitute an “Enhancement Provider” with respect to the
Series 2005-3 Notes for all purposes under the Indenture and the other Related
Documents, and each Series 2005-3 Interest Rate Hedge to which such Interest
Rate Hedge Provider is a party shall constitute an “Enhancement Agreement” with
respect to the Series 2005-3 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 2005-3 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 2005-3 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 2005-3 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 2005-3 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 2005-3 Interest Rate Hedge at the expense of
the replaced Interest Rate Hedge Provider or, if the replaced Interest Rate
Hedge Provider fails to make such payment, at the expense of HVF (in which
event, such amount will be considered Carrying Charges and paid solely from
Interest Collections available pursuant to Section 3.3(h)


 


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of this Series
Supplement) and (II) to the extent that HVF does not obtain a replacement
Series 2005-3 Interest Rate Hedge, the Insurer shall be deemed to have been
materially and adversely effected. HVF must cause each Series 2005-3 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 2005-3 Interest Rate Hedge is
executed and in effect, collateralize its obligations as required under clause
(iii) above.  Each Series 2005-3
Noteholder by its acceptance of a Series 2005-3 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 2005-3 Interest Rate Hedge, (B) does not constitute collateral
for the Series 2005-3 Notes (provided that in order to secure and provide for
the payment of the Note Obligations with respect to the Series 2005-3 Notes,
HVF has pledged each Series 2005-3 Interest Rate Hedge and its security
interest in any collateral posted in connection therewith as collateral for the
Series 2005-3 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 2005-3 Interest
Rate Hedge and such collateral is applied in accordance with the terms of such
Series 2005-3 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 2005-3 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
2005-3 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 2005-3 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 2005-3 Interest Rate
Hedge being replaced or (ii) entered into any arrangement satisfactory to
S&P, Moody’s and, so long as the Class A Notes have not been paid in full
and retired, the Insurer, which approval of the Insurer, during any period when
an Insurer Default is continuing, will not have been unreasonably withheld or
delayed, which was sufficient to maintain or restore the immediately prior
Shadow Rating.


 


(d)                                 To
secure payment of the Note Obligations with respect to the Series 2005-3 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 2005-3
Noteholders and the Insurer, all of HVF’s right, title and interest, whether
now or hereafter existing or acquired, in the Series 2005-3 Interest Rate
Hedges and all proceeds thereof.  HVF
shall require all proceeds of the Series 2005-3 Interest Rate Hedges to be
paid, and the Trustee shall allocate, all proceeds of the Series 2005-3 Interest
Rate


 


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Hedges to the Series
2005-3 Accrued Interest Account or the Series 2005-3 Collection Account.


 


Section 3.13.                             Series
2005-3 Demand Note Constitutes Additional Collateral for Series 2005-3 Notes.


 


(a)                                  In
order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-3 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 2005-3 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 2005-3 Demand Note; (ii) all certificates and
instruments, if any, representing or evidencing the Series 2005-3 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 2005-3
Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, the
Series 2005-3 Demand Note, endorsed in blank. 
The Trustee, for the benefit of the Series 2005-3 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 2005-3 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 2005-3 Demand Note or forgive amounts
payable thereunder so that the outstanding principal amount of the Series
2005-3 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 2005-3 Demand Note without first satisfying the
Series 2005-3 Rating Agency Condition.


 


(c)                                  HVF
agrees that on the Series 2005-3 Closing Date it will have capitalization in an
amount equal to or greater than 4.17% of the sum of (i) the outstanding
principal amount of the Series 2004-1 Rental Car Asset Backed Notes, (ii) the
maximum outstanding principal amount of the Series 2005-3 Notes, (iii) the
outstanding principal amount of the Series 2005-1 Notes, (iv) the outstanding
principal amount of the Series 2005-2 Notes and (v) the maximum outstanding
principal amount of the Series 2005-4 Notes.


 


(d)                                 Upon
the occurrence and during the continuance of an Amortization Event with respect
to the Series 2005-3 Notes, the Trustee may and, at the written direction of
the Insurer or the Series 2005-3 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 2005-3 Demand Note, in each case, in an
amount equal to the lesser of (i) the principal amount of the Series 2005-3
Demand Note and (ii) on any Business Day (A) prior to the second Business Day
immediately preceding the Three-Year Notes Legal Final Payment Date, the amount
of any Principal Deficit Amount on such date, (B) on or after the second
Business Day immediately preceding the Three-Year Notes Legal Final Payment
Date but prior to the second Business Day immediately preceding the Five-Year
Notes Legal Final Payment Date, the greater of (x)


 


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the Principal Deficit
Amount on such date and (y) the sum of the Class A-1 Principal Amount, the
Class B-1 Principal Amount and the Class B-2 Principal Amount (on or prior to
the Three-Year Notes Legal Final Payment Date, calculated after giving effect
to the distribution of all amounts on account of principal that will be
available to be distributed to the Class A 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
3.5(d) of this Series Supplement)), and (C) on or after the second Business
Day immediately preceding the Five-Year Notes Legal Final Payment Date, the
Class A-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-2 Noteholders (other
than under the Insurance Policy), the Class B-3 Noteholders and the Class B-4
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 3.5(d) of this Series Supplement)).  The Trustee shall cause the proceeds of any
demand on the Series 2005-3 Demand Note to be deposited into the Series 2005-3
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 2005-3
Distribution Account the amount specified in such Demand Notice in whole or in
part by 12:00 noon (New York City time) on the Business Day following the
making of the Demand Notice or (ii) due to the occurrence of an Event of
Bankruptcy (or the occurrence of an event described in clause (a) of the
definition thereto, without the lapse of a period of 60 consecutive days) with
respect to Hertz, the Trustee shall not have delivered such Demand Notice to
Hertz, the Trustee shall draw on:


 


(X) the Class
B Non-Ford Letters of Credit, if any, by 12:00 p.m. (New York City time) on
such Business Day an amount equal to the least of: (A) the amount that Hertz
failed to pay under the Series 2005-3 Demand Note (or the amount that the
Trustee failed to demand for payment thereunder);


 


(B)                                the
Class B Non-Ford Letter of Credit Amount on such Business Day; and


 


(C)                                on
any Business Day:


 


(i)                                     other
than the Business Day immediately preceding a Legal Final Payment Date, the
Principal Deficit Amount on such Business Day;


 


(ii)                                  on
the Business Day immediately preceding the Three-Year Notes Legal Final Payment
Date, the sum of (x) the greater of the Principal Deficit Amount on such date
and the sum of the Class A-1 Principal
Amount, the Class B-1 Principal Amount and the Class B-2 Principal
Amount on such Business Day and (y) the lesser of (1) the amount by which the
Class B Liquidity


 


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Amount (after giving effect to any withdrawals to be
made from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and
Section 3.5(c)(i)(A) of this Series Supplement and any drawings to be
made under the Class B Letters of Credit pursuant to Section 3.3(e)(II)
of this Series Supplement on the 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 2005-3 Lease Interest Payment Deficit (other than
any Series 2005-3 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
3.3(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 3.3(e)(II) of this
Series Supplement; provided, however, that any such withdrawals
from the Class B Reserve Account and/or drawings made under the Class B Letters
of Credit on account of a Series 2005-3 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)                               [reserved]


 


(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-2 Principal Amount,
the Class B-3 Principal Amount and the Class B-4 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 2005-3 Lease Interest Payment Deficit (other than any Series 2005-3
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 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 3.3(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 3.3(e)(II) of this Series
Supplement; provided, however, that any such withdrawals from the


 


117

















 


Class B Reserve Account and/or drawings made under the
Class B Letters of Credit on account of a Series 2005-3 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 2005-3 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 2005-3 Demand
Note (or the amount that the Trustee failed to demand for payment thereunder)
over the aggregate amount of any draws under the Class B Non-Ford Letter of
Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account
pursuant to clause (X) above on such Business Day;


 


(B)                                the
Class A Non-Ford Letter of Credit Amount on such Business Day; and


 


(C)                                on
any Business Day:


 


(v)                                 other
than the Business Day immediately preceding a Legal Final Payment Date, the
excess of the Principal Deficit Amount on such Business Day over the aggregate
amount of any draws under the Class B Non-Ford Letter of Credit and/or
withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause
(X) above on such Business Day;


 


(vi)                              on
the Business Day immediately preceding the Three-Year Notes Legal Final Payment
Date, the sum of (x) the excess of the greater of the Principal Deficit Amount
and the sum of the Class A-1 Principal
Amount, the Class B-1 Principal Amount and the Class B-2 Principal
Amount on such Business Day over the aggregate amount of any draws under the
Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford
Cash Collateral Account pursuant to clause (X) above on such Business
Day and (y) the lesser of (1) the amount by which the Class A Liquidity Amount
(after giving effect to any withdrawals to be made from the Class A Reserve
Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of
this Series Supplement and any drawings to be made under the Class A Letters of
Credit pursuant to Section 3.3(e)(I)


 


118

















 


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 2005-3 Lease
Interest Payment Deficit (other than any Series 2005-3 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 3.3(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
3.3(e)(I) of this Series Supplement; provided, however, that
any such withdrawals from the Class A Reserve Account and/or drawings made
under the Class A Letters of Credit on account of a Series 2005-3 Lease Interest
Payment Deficit resulting from a failure to pay Rent or other amount payable by
the Lessee under the HVF Lease that is cured in full on or prior to the fifth
Business Day after the occurrence of such failure shall be excluded from this clause
(b);


 


(vii)                           [reserved]


 


(viii)                        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-2 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) 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 2005-3 Lease Interest Payment Deficit (other than any Series 2005-3
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 3.3(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 3.3(e)(I) of this Series Supplement; provided,
however, that any such withdrawals from the Class A Reserve Account
and/or drawings made under the Class A Letters of Credit on account of a Series



 


119

















 


2005-3 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 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 2005-3 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 2005-3 Collection Account and such proceeds shall be
treated as Principal Collections for the Related Month.


 


Section 3.14.                             Class
B Reserve Account.


 


(a)                                  Establishment
of Class B Reserve Account.  On or
prior to the first Series 2005-3 Class B Notes Closing Date, HVF shall
establish and maintain in the name of the Trustee for the benefit of the Series
2005-3 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 2005-3
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 2005-3 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 


 


120

















 


Trustee, then such investment may mature on such
Payment Date so long as such funds shall be available for withdrawal on or
prior to such Payment Date.  HVF shall
not direct the Trustee to dispose of (or permit the disposal of) any Permitted
Investments prior to the maturity thereof to the extent such disposal would
result in a loss of the initial purchase price of such Permitted
Investment.  In the absence of written
investment instructions hereunder, funds on deposit in the Class B Reserve
Account shall remain uninvested.


 


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


 


(d)                                 Class
B Reserve Account Constitutes Additional Collateral for Series 2005-3 Notes.
 In
order to secure and provide for the repayment and payment of the Note
Obligations with respect to the Series 2005-3 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 2005-3 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, only to the extent that after giving effect to such payment
the Fleet Equity Condition would be satisfied, (A)  pay to each Interest Rate Hedge Provider on a
pro  rata basis the lesser of (x) the excess of such Class B
Reserve Account Surplus over the amounts paid pursuant to clause (i)
above and (y) all amounts then due and owing to each such Interest Rate Hedge
Provider under its Series 2005-3 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 


 


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all amounts due and owing to it from HVF under its
Series 2005-3 Interest Rate Hedge and Ford has been paid all unpaid Ford
Reimbursement Obligations, the Trustee, acting in accordance with the written
instructions of the Administrator, shall withdraw from the Class B Reserve
Account, only for so long as the Ford LOC Exposure Amount is greater than zero,
only to the extent that after giving effect to such payment the Fleet Equity
Condition be satisfied, all remaining amounts on deposit therein for payment to
HVF.


 


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


 


(a)                                  (I)  Class B Ford Cash Collateral Account
Constitutes Additional Collateral for Series 2005-3 Notes.  In order to secure and provide for the
repayment and payment of the Note Obligations with respect to the Series 2005-3
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 2005-3
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
2005-3 Notes.  In order to secure and
provide for the repayment and payment of the Note Obligations with respect to
the Series 2005-3 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 2005-3 Noteholders, Ford and each Interest Rate Hedge Provider, all of
HVF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired):  (i) the
Class B Non-Ford Cash Collateral Account, including any security entitlement
thereto; (ii) all funds on deposit in the Class B Non-Ford Cash Collateral
Account from time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the Class B Non-Ford Cash Collateral
Account or the funds on deposit therein from time to time; (iv) all investments
made at any time and from time to time with monies in the Class B Non-Ford Cash
Collateral Account, whether constituting securities, instruments, general
intangibles, investment property, financial assets or other property; (v) all
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
the Class B Non-Ford Cash Collateral 


 


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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 2005-3 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 2005-3 Demand Note Payment Amount, then the Administrator shall
notify the Trustee in writing no later than fifteen (15) Business Days prior to
such Class B Letter of Credit Expiration Date of (x) the greatest of (A) the
excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted
Enhancement Amount, excluding such Class B Letter of Credit but taking into
account any substitute Class B Letter of Credit which has been obtained from a
Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of
Credit Provider, as applicable, and is in full force and effect on such date,
(B) the excess, if any, of the Class B Required Enhancement Amount over the
Class B Adjusted Enhancement Amount, excluding such Class B Letter of Credit
but taking into account any substitute Class B Letter of Credit which has been
obtained from a Class B Eligible Letter of Credit Provider or a Class B
Eligible Ford Letter of Credit Provider, as applicable, and is in full force
and effect on such date, (C) the excess, if any, of the Class B Required
Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding such
Class B Letter of Credit but taking 


 


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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 2005-3 Demand Note
Payment Amount over the sum of the Class A Non-Ford Letter of Credit Liquidity
Amount and the Class B Non-Ford Letter of Credit Liquidity Amount, excluding
such Class B Non-Ford Letter of Credit but taking into account each substitute
Class B Non-Ford Letter of Credit which has been obtained from a Class B
Eligible Letter of Credit Provider and is in full force and effect on such date
and (y) the amount available to be drawn on such expiring Class B Letter of
Credit on such date.  Upon receipt of
such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on
any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such
Business Day (or, in the case of any notice given to the Trustee after 10:00
a.m. (New York City time), by 12:00 p.m. (New York City time) on the next
following Business Day), draw the lesser of the amounts set forth in clauses
(x) and (y) above on such Class B Letter of Credit by presenting a
draft accompanied by a Class B Certificate of Termination Demand and shall
cause the Class B LOC Termination Disbursements to be deposited in the Class B
Non-Ford Cash Collateral Account, in the case of a Class B LOC Termination
Disbursement under a Class B Non-Ford Letter of Credit, and the Class B Ford
Cash Collateral Account, in the case of a Class B LOC Termination Disbursement
under a Class B Ford Letter of Credit.  If the Trustee does not receive the notice from
the Administrator described above on or prior to the date that is fifteen (15)
Business Days prior to each Class B Letter of Credit Expiration Date, the
Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the
full amount of such Class B Letter of Credit by presenting a draft accompanied
by a Class B Certificate of Termination Demand and shall cause the Class B LOC
Termination Disbursements to be deposited in the applicable Class B Cash
Collateral Account.


 


(c)                                  Class
B Letter of Credit Providers.  The
Administrator shall notify the Trustee and Fitch in writing within one Business
Day of becoming aware that the short-term debt credit rating of any Class B
Letter of Credit Provider has fallen below “A-1” as determined by Standard
& Poor’s or “P-1” as determined by Moody’s or the long-term debt credit
rating of any Class B Letter of Credit Provider has fallen below “A+” as
determined by Standard & Poor’s or “A1” as determined by Moody’s (with
respect to any Class B Letter of Credit Provider, a “Class B Downgrade Event”).  On the thirtieth (30th) day after the
occurrence of a Class B Downgrade Event with respect to any Class B Letter of
Credit Provider, the Administrator shall notify the Trustee in writing on such
date of (i) the greatest of (A) the excess, if any, of the Class A Required
Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the
available amount under the Class B Letter of Credit issued by such Class B
Letter of Credit Provider, on such date, (B) the excess, if any, of the Class B
Required Enhancement Amount over the Class B Adjusted Enhancement Amount,
excluding the available amount under the Class B Letter of Credit issued by
such Class B Letter of Credit Provider, on such date, (C) the excess, if any,
of the Class B Required Liquidity Amount over the Class B Adjusted Liquidity
Amount, excluding the available amount under such Class B Letter of Credit, on
such date, and (D) solely with respect to a Class B Non-Ford Letter of Credit,
the excess, if any, of the Series 2005-3 Demand Note 


 


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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 3.15(d), the Trustee shall have
received a certified copy of the order requiring the return of such Class B
Preference Amount.


 


(e)                                  (I)  Reductions in Stated Amounts of the Class
B Ford Letters of Credit.  If the
Trustee receives a written notice from the Lessee, substantially in the form of
Exhibit D-3-1, requesting a reduction in the stated amount of any Class
B Ford Letter of Credit, the Trustee shall within two Business Days of the
receipt of such notice deliver to the Class B Ford Letter of Credit Provider
who issued such Class B Ford Letter of Credit with a copy to Ford a Class B
Notice of Reduction requesting a reduction in the stated amount of such Class B
Ford Letter of Credit in the amount requested in such notice effective on the
date set forth in such notice, provided that on such effective date,
after giving effect to the requested reduction in the stated amount of such
Class B Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will
equal or exceed the Class A Required Enhancement Amount, (ii) the Class B
Adjusted Enhancement Amount will equal or exceed the Class B Required
Enhancement Amount, and (iii) the Class B 


 


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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 2005-3 Demand Note Payment Amount minus the Class A Non-Ford Letter of
Credit Liquidity Amount.


 


(f)                                    (I)  Draws on the Class B Ford Letters of
Credit.  If there is more than one
Class B Ford Letter of Credit on the date of any draw on the Class B Ford
Letters of Credit pursuant to the terms of this Series Supplement (other than
pursuant to Sections 3.15(b) and (c) of this Series Supplement),
the Administrator shall instruct the Trustee, in writing, to draw on each Class
B Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class B
Ford Letter of Credit Provider issuing such Class B Ford Letter of Credit of
the amount of such draw on the Class B Ford Letters of Credit.


 


(II)  Draws on the Class B Non-Ford Letters of
Credit.  If there is more than one Class
B Non-Ford Letter of Credit on the date of any draw on the Class B Non-Ford
Letters of Credit pursuant to the terms of this Series Supplement (other than
pursuant to Sections 3.15(b) and (c) of this Series Supplement),
the Administrator shall instruct the Trustee, in writing, to draw on each Class
B Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the
Class B Non-Ford Letter of Credit Provider issuing such Class B Non-Ford Letter
of Credit of the amount of such draw on the Class B Non-Ford Letters of Credit.


 


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(g)                                 (I)  Establishment of Class B Ford Cash
Collateral Account.  On or prior to
the date of any drawing under a Class B Ford Letter of Credit pursuant to Section
3.15(b) or (c) of this Series Supplement, HVF shall establish and
maintain in the name of the Trustee for the benefit of the Series 2005-3
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 2005-3
Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Ford Cash Collateral Account
shall be an Eligible Deposit Account.  If
the Class B Ford Cash Collateral Account is at any time no longer an Eligible
Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that
the Class B Ford Cash Collateral Account is no longer an Eligible Deposit
Account, establish a new Class B Ford Cash Collateral Account that is an
Eligible Deposit Account.  If a new Class
B Ford Cash Collateral Account is established, HVF shall instruct the Trustee
in writing to transfer all cash and investments from the non-qualifying Class B
Ford Cash Collateral Account into the new Class B Ford Cash Collateral Account.


 


(II) 
Establishment of Class B Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under
a Class B Non-Ford Letter of Credit pursuant to Section 3.15(b) or (c)
of this Series Supplement, HVF shall establish and maintain in the name of the
Trustee for the benefit of the Series 2005-3 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 2005-3
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 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 


 


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such Permitted Investment.  In the absence of written investment
instructions hereunder, funds on deposit in a Class B Cash Collateral Account
shall remain uninvested.


 


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


 


(j)                                     Class
B Cash Collateral Account Surplus.  
(X) In the event that the Class B Cash Collateral Account Surplus on any
Payment Date is greater than zero, the Administrator may direct the Trustee to,
and the Trustee, acting in accordance with the written instructions of the
Administrator, shall, subject to the limitations set forth in this Section
3.15(j)(X), withdraw the amount specified by the Administrator from the
Class B Cash Collateral Account specified by the Administrator and apply such
amount in accordance with the terms of this Section 3.15(j)(X).  The amount of any such withdrawal from the
Class B Ford Cash Collateral Account shall be limited to the lesser of (a) the
Class B Available Ford Cash Collateral Account Amount on such Payment Date and
(b) the Class B Cash Collateral Account Surplus (after giving effect to any
withdrawal from the Class B Non-Ford Cash Collateral Account) on such Payment
Date.  The amount of any such withdrawal
from the Class B Non-Ford Cash Collateral Account shall be limited to the least
of (a) the Class B Available Non-Ford Cash Collateral Account Amount on such
Payment Date, (b) the Class B Cash Collateral Account Surplus (after giving
effect to any withdrawal from the Class B Ford Cash Collateral Account) on such
Payment Date and (c) the excess, if any, of the Class B Non-Ford Letter of
Credit Liquidity Amount on such Payment Date over the excess, if any, of the
Series 2005-3 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 3.15(j)(X) shall be paid to Ford.  Any amounts withdrawn from the Class B
Non-Ford Cash Collateral Account shall be paid: 
first, to Ford to the extent that there are unpaid Ford
Reimbursement Obligations due and owing to Ford, the lesser of the amount
withdrawn from the Class B Non-Ford Cash Collateral Account and the amount of
such unpaid Ford Reimbursement Obligations, second, only for so long as
the Ford LOC Exposure Amount is greater than zero, only to the extent that
after giving effect to any such withdrawal, the Fleet Equity Condition would be
satisfied, to the Class B Non-Ford Letter of Credit Providers, to the extent
that there are unreimbursed Class B Disbursements due and owing to such Class B
Non-Ford Letter of Credit Providers in respect of the Class B Non-Ford Letters
of Credit, for application in accordance with the provisions of the respective
Class B Non-Ford Letter of Credit Reimbursement Agreement, and third,
only for so long as the Ford LOC Exposure Amount is greater than zero, only to
the extent that after giving effect to any such withdrawal, the Fleet Equity
Condition would be satisfied, to HVF any remaining amount.  (Y) Irrespective of whether there is a Class
B Cash Collateral Account Surplus, in the event that the Class B Ford Cash
Collateral Account has been established pursuant to Section 3.15(g)(I)
of this Series Supplement, the proceeds of one or more Class B LOC Termination
Disbursements have been deposited therein pursuant to Section 3.15(b) or
Section 3.15(c) of this Series Supplement and Ford delivers to the
Trustee a Class B Ford Letter of Credit from a Class B Eligible Ford Letter of
Credit Provider, the Administrator shall direct the Trustee to, and the
Trustee, acting in accordance with the written 


 


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instructions of the Administrator shall withdraw from
the Class B Ford Cash Collateral Account an amount equal to the stated amount
of such Class B Ford Letter of Credit and pay such amount to Ford.


 


(k)                                  Termination
of Class B Cash Collateral Account. 
On the earlier of the termination of this Series Supplement in
accordance with Section 7.14 and the 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 3.15(b) or Section
3.15(c) of this Series Supplement over (B) the aggregate amount withdrawn
from the Class B Ford Cash Collateral Account pursuant to Section
3.3(e)(II)(Y) or Section 3.5(c)(ii) of this Series Supplement that
has not be reimbursed by HVF in accordance with Section 3.17 of this
Series Supplement on or prior to such date, (ii) pay to Ford, an amount equal
to the lesser of (x) the amount of unpaid Ford Reimbursement Obligations due
and owing to Ford and (y) the excess, if any, of the Class B Available Ford
Cash Collateral Account Amount over the amount paid to Ford pursuant to clause
(i) above and (iii) pay to HVF, any funds remaining in the Class B Ford Cash Collateral
Account.


 


(Y)  Upon the termination of this Series
Supplement in accordance with its terms, the Trustee, acting in accordance with
the written instructions of the Administrator, after the prior payment of all
amounts due and owing to the Series 2005-3 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 3.15(d) above) and shall pay such
amounts, first, to Ford, to the extent that there are unpaid Ford
Reimbursement Obligations due and owing to Ford, second, only for so
long as the Ford LOC Exposure is greater than zero, only to the extent that
after giving effect to such payment the Fleet Equity Condition would be
satisfied, pro rata to the Class B Non-Ford Letter of Credit Providers,
to the extent that there are unreimbursed Class B Disbursements due and owing to
such Class B Non-Ford Letter of Credit Providers, for application in accordance
with the provisions of the respective Class B Non-Ford Letters of Credit, and third,
only for so long as the Ford LOC Exposure Amount is greater than zero, only to
the extent that after giving effect to such payment the Fleet Equity Condition
would be satisfied, to HVF any remaining amounts.


 


Section 3.16.                             Subordination
of Class B Notes.


 


Notwithstanding anything to the contrary
contained herein or in any other Related Document, the Class B Notes will be
subordinate in all respects to the Class A Notes.  No payments on account of interest or
principal with respect to the Class B Notes shall be made on any Payment Date
until all payments of interest and principal then due and payable with respect
to the Class A Notes on such Payment Date (including, without limitation, all
accrued interest, all interest accrued on such accrued interest, all Class A
Deficiency Amounts and all Mandatory Decreases) have been paid in full and all
Insurer 


 


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Fees and Insurer Reimbursement Amounts due on
such Payment Date have been paid in full.


 


The Class B Noteholders shall not be entitled
to receive the benefit of amounts (i) available under any Class A Letter of
Credit, (ii) on deposit in a Class A Cash Collateral Account and (iii) on
deposit in the Class A Reserve Account, in each case until the Class A Notes
have been paid in full.


 


Section 3.17.                             Reimbursement
Obligation.  (A)  HVF agrees to pay to Ford, in accordance
with, and solely to the extent of funds available therefore under, the
Indenture:


 


(i) on and after each date on which a Series
2005-3 Ford Letter of Credit Provider shall pay any Ford LOC Disbursement under
a Series 2005-3 Ford Letter of Credit, an amount equal to such Ford LOC
Disbursement;


 


(ii) on and after each date on which any
amount is withdrawn from the Class A Ford Cash Collateral Account pursuant to Section 3.3(e)(I)(Y) or Section 3.5(c)(ii) of
this Series Supplement, an amount equal to the amount of such withdrawal; and


 


(iii) on and after each date on which any
amount is withdrawn from the Class B Ford Cash Collateral Account pursuant to Section 3.3(e)(II)(Y) or Section 3.5(c)(ii) of
this Series Supplement, an amount equal to the amount of such withdrawal.


 


(B) Notwithstanding the foregoing, prior to
the earlier of (i) the Five-Year Notes Legal Final Payment Date and (ii) the
termination of this Series Supplement in accordance with Section 7.14 of this
Series Supplement, any amount payable by HVF to Ford pursuant to Section
3.17(A)(ii) of this Series Supplement shall be paid by HVF by depositing such
amount in the Class A Ford Cash Collateral Account and any amount payable by
HVF to Ford pursuant to Section 3.17(A)(iii) of this Series Supplement shall be
paid by HVF by depositing such amount in the Class B Ford Cash Collateral
Account.


 


(C) HVF agrees that Ford shall be deemed a
“Secured Party” under the Base Indenture and the Related Documents to the
extent of Ford Reimbursement Obligations payable by HVF to Ford.  Ford Reimbursement Obligations shall be
absolute, unconditional and irrevocable, and shall be paid under all
circumstances, including, without limitation, the following circumstances:


 


(i)                                     any
lack of validity or enforceability of this Series Supplement, the Indenture,
any Related Document or any Series 2005-3 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 2005-3 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 


 


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transactions contemplated hereby or by the Related
Documents or any unrelated transaction;


 


(iii)                               any
statement or any other document presented under any Series 2005-3 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 2005-3 Ford Letter
of Credit proving to be insufficient in any respect;


 


(v)                                 payment
by a Series 2005-3 Ford Letter of Credit Provider under a Series 2005-3 Ford
Letter of Credit against presentation of a draft or certificate which does not
strictly comply with the terms of such Series 2005-3 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.


 


ARTICLE IV


 


AMORTIZATION
EVENTS


 


In addition to the Amortization Events set
forth in Section 9.1 of the Base Indenture, the following shall be Amortization
Events with respect to the Series 2005-3 Notes and shall constitute the
Amortization Events set forth in Section 9.1(j) of the Base Indenture with
respect to the Series 2005-3 Notes:


 


(a)                                  HVF
defaults in the payment of any interest on, or other amount payable in respect
of, the Series 2005-3 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 2005-3 Notes when the
same becomes due and payable on the applicable Legal Final Payment Date;


 


(c)                                  a
Class Enhancement Deficiency shall occur and continue for at least three (3)
Business Days;


 


(d)                                 a
Class Liquidity Deficiency shall occur and continue for at least three (3)
Business Days;


 


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(e)                                  (i)
all principal of and interest on the Class A-1 Notes, the Class B-1 Notes and
the Class B-2 Notes is not paid in full on or before the Three-Year Notes
Expected Final Payment Date, or (ii) all principal of and interest on the Class
A-2 Notes, the Class B-3 Notes and the Class B-4 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 2005-3 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 2005-3 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)                                     (i)
with respect to the Three-Year Notes, in the event that One-Month LIBOR exceeds
7.75%, HVF shall fail to obtain, within 30 days of such an occurrence, one or
more Series 2005-3 Interest Rate Hedges from one or more Eligible Interest Rate
Hedge Providers in an aggregate initial notional amount equal to the aggregate
Principal Amount of the Three Year Notes, each with a strike rate equal to no
more than 8.75% or (ii) with respect to the Five-Year Notes, in the event that
One-Month LIBOR exceeds 8.25%, HVF shall fail to obtain, within 30 days of such
an occurrence, one or more Series 2005-3 Interest Rate Hedges from one or more
Eligible Interest Rate Hedge Provider in an aggregate initial notional amount
equal to the aggregate Principal Amount of the Five Year Notes, each with a
strike rate equal to no more than 9.25%;


 


(m)                               the
Trustee shall for any reason cease to have a valid and perfected first priority
security interest in the Series 2005-3 Collateral (other than the Initial Hertz
Vehicles and the Service Vehicles) or any of the Lessee, HVF or any Affiliate
of either so asserts in writing;


 


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


 


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(o)                                 HVF
fails to comply with any of its other agreements or covenants in, or provisions
of, the Series 2005-3 Notes or the Indenture and the failure to so comply
materially and adversely affects the interests of the Series 2005-3 Noteholders
or the Insurer and continues to materially and adversely affect the interests
of the Series 2005-3 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 2005-3 Notes; or


 


(p)                                 any
representation made by HVF in the Indenture or any Related Document is false
and such false representation materially and adversely affects the interests of
the Series 2005-3 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 2005-3 Notes.


 


In the case of


 


(i)                                     any
event described in clauses (a) through (m) above, an Amortization
Event with respect to the Series 2005-3 Notes will immediately occur without
any notice or other action on the part of the Trustee or any Series 2005-3
Noteholder or


 


(ii)                                  any
event described in clauses (n) through (p) above, either the
Trustee may, by written notice to HVF or the Required Noteholders with respect
to the Series 2005-3 Notes may, by written notice to HVF and the Trustee
declare that an Amortization Event with respect to the Series 2005-3 Notes has
occurred as of the date of the notice.


 


Amortization
Events with respect to the Series 2005-3 Notes described in clauses (j)
and (k) above will not be subject to waiver.  An Amortization Event with respect to the
Series 2005-3 Notes described in clauses (a) through (i) and clauses
(l) through (p) above will be subject to waiver in accordance with
Section 9.4 of the Base Indenture.


 


Notwithstanding
anything herein to the contrary, an Amortization Event with respect to the
Series 2005-3 Notes described in clause (m) above shall be curable at any time.


 


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ARTICLE V


 


RESERVED


 


ARTICLE VI


 


FORM
OF SERIES 2005-3 NOTES


 


Section 6.1.                                   Issuance
of Class A Notes.  The Class A Notes
will be issued in the form of definitive notes in fully registered form without
interest coupons, substantially in the form set forth in Exhibit A-1
hereto, and will be sold to the Class A Noteholders pursuant to and in
accordance with the Class A Note Purchase Agreement and shall be duly executed
by HVF and authenticated by the Trustee in the manner set forth in Section 2.4
of the Base Indenture.  Other than in
accordance with this Series Supplement and the Class A Note Purchase Agreement,
the Class A Notes will not be permitted to be transferred, assigned, exchanged
or otherwise pledged or conveyed by the Class A Noteholders.  The Class A Notes shall bear a face amount
equal to up to the Class A Maximum Principal Amount as of the Series 2005-3
Closing Date, and shall be initially issued in a principal amount equal to the
Class A Initial Principal Amount.  The
Trustee shall, or shall cause the Registrar, to record any Increases or
Decreases with respect to the Class A Principal Amount such that the principal
amount of the Class A Notes that are outstanding accurately reflects all such
Increases and Decreases.


 


The Class A Notes may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Class A Notes, as evidenced by their execution of the Class A
Notes.  The Class A Notes may be produced
in any manner, all as determined by the officers executing such Class A Notes,
as evidenced by their execution of such Class A Notes. The initial sale of the
Class A Notes is limited to Persons who have executed the Class A Note Purchase
Agreement.


 


Section 6.2.                                   Issuance
of Class B Notes.  The Class B Notes
may be offered and sold on any Series 2005-3 Class B Notes Closing Date by HVF
pursuant to a Class B Purchase Agreement. 
The Class B Notes will be resold initially only (A) to qualified
institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on
Rule 144A and (B) to Persons other than U.S. Persons (as defined in Regulation
S) in reliance on Regulation S.  The
Class B Notes may thereafter be transferred to QIBs or purchasers in reliance
on Regulation S in accordance with the procedure described herein.  The Class B Notes will be Book-Entry Notes
and DTC will be the Depository for the Class B Notes.  The provisions of the rules and procedures of
DTC, the “Operating Procedures of the Euroclear System” and “Terms and
Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking” and “Customer Handbook” of Clearstream (the “Applicable
Procedures”) shall be applicable to transfers of beneficial interests in
the Class B Notes.


 


(a)                                  Restricted
Global Notes.  Each Class of the
Class B Notes offered and sold in their initial distribution in reliance upon
Rule 144A will be issued in the form of one or more global notes in fully
registered form, without coupons, substantially in the form set forth in Exhibits
A-2-1, A-3-1, A-4-1, A-5-1, A-6-1, and A-7-1
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 


 


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amount of the corresponding class of Regulation S
Global Notes or the Unrestricted Global Notes, as hereinafter provided.


 


(b)                                 Regulation
S Global Notes and Unrestricted Global Notes.  Any Class B Notes offered and sold on a
Series 2005-3 Class B Notes Closing Date in reliance upon Regulation S will be issued
in the form of one or more global notes in fully registered form, without
coupons, substantially in the forms set forth in Exhibits A-2-2, A-3-2,
A-4-2, A-5-2, A-6-2 and A-7-2, registered in the
name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of
DTC, for credit to the respective accounts at DTC of the designated agents
holding on behalf of Euroclear and Clearstream. 
Until such time as the Restricted Period shall have terminated with respect
to any Class B Note, such Class B Notes shall be referred to herein
collectively as the “Regulation S Global Notes”.  After such time as the Restricted Period
shall have terminated, such Class B Notes shall be exchangeable, in whole or in
part, for interests in one or more permanent global notes in registered form
without interest coupons, substantially in the forms set forth in Exhibits
A-2-3, A-3-3, A-4-3, A-5-3, A-6-3 and A-7-3,
as hereinafter provided (collectively, the “Unrestricted Global Notes”).  The aggregate principal amount of the
Regulation S Global Notes or the Unrestricted Global Notes may from time to
time be increased or decreased by adjustments made on the records of BNY MTC,
as custodian for DTC, in connection with a corresponding decrease or increase
of aggregate principal amount of the corresponding Restricted Global Notes, as
hereinafter provided.


 


Section 6.3.                                   Transfer
of Class A Notes.


 


(a)                                  Subject to the terms of the Indenture and the
Class A Note Purchase Agreement, the holder of any Class A Note may transfer
the same in whole or in part, in an amount equivalent to an authorized
denomination, by surrendering such Class A Note at the office maintained by the
Registrar for such purpose pursuant to Section 2.5(a) of the Base Indenture,
with the form of transfer endorsed on it duly completed and executed by, or
accompanied by a written instrument of transfer in form satisfactory to HVF and
the Registrar by, the holder thereof and accompanied by a certificate
substantially in the form of Exhibit F-1 hereto; provided, that if the
holder of any Class A Note transfers, in whole or in part, its interest in any
Class A Note pursuant to (i) an Assignment and Assumption Agreement
substantially in the form of Exhibit B to a Class A Note Purchase Agreement or
(ii) an Investor Group Supplement substantially in the form of Exhibit C to a
Class A Note Purchase Agreement, then such Class A Noteholder will not be
required to submit a certificate substantially in the form of Exhibit F-1
hereto upon transfer of its interest in such Class A Note.  In exchange for any Class A Note properly
presented for transfer, HVF shall execute and the Trustee shall promptly
authenticate and deliver or cause to be authenticated and delivered in
compliance with applicable law, to the transferee at such office, or send by
mail (at the risk of the transferee) to such address as the transferee may
request, Class A Notes for the same aggregate principal amount as was
transferred.  In the case of the transfer
of any Class A Note in part, HVF shall execute and the Trustee shall promptly
authenticate and deliver or cause to be authenticated and delivered to the
transferor at such office, or send by mail (at the risk of the transferor) to
such address as the transferor may request, Class A Notes 


 


135

















 


for the aggregate principal
amount that was not transferred.  No
transfer of any Class A Note shall be made unless the request for such transfer
is made by the Class A Noteholder at such office.  Neither HVF nor the Trustee shall be liable
for any delay in delivery of transfer instructions and each may conclusively
rely on, and shall be protected in relying on, such instructions.  Upon the issuance of transferred Class A
Notes, the Trustee shall recognize the Holders of such Class A Note as Class A
Noteholders.


 


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


 


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


 


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


 


Section 6.4.                                   Transfer
of Class B Notes.


 


(a)                                  A
Series 2005-3 Global Note may not be transferred, in whole or in part, to any
Person other than DTC or a nominee thereof, or to a successor Depository or to
a nominee of a successor Depository, and no such transfer to any such other
Person may be registered; provided, however, that this Section
6.4(a) shall not prohibit any transfer of a Class B Note that is issued in exchange
for a Series 2005-3 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 2005-3 Global Note effected in accordance with the other provisions of
this Section 6.4.


 


136

















 


(b)                                 The
transfer by a Class B Noteholder holding a beneficial interest in a Restricted
Global Note to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the Restricted Global Note shall be made upon the deemed
representation of the transferee that it is purchasing for its own account or
an account with respect to which it exercises sole investment discretion and
that it and any such account is a QIB, and is aware that the sale to it is
being made in reliance on Rule 144A and acknowledges that it has received such
information regarding HVF as such transferee has requested pursuant to Rule
144A or has determined not to request such information and that it is aware
that the transferor is relying upon its foregoing representations in order to
claim the exemption from registration provided by Rule 144A.


 


(c)                                  If
a Class B Noteholder holding a beneficial interest in a Restricted Global Note
wishes at any time to exchange its interest in such Restricted Global Note for
an interest in the Regulation S Global Note, or to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in the Regulation S Global Note, such exchange or transfer may be effected,
subject to the Applicable Procedures, only in accordance with the provisions of
this Section 6.4(c).  Upon receipt
by the Registrar, at the office of the Registrar, of (i) written instructions
given in accordance with the Applicable Procedures from a Clearing Agency
Participant directing the Registrar to credit or cause to be credited to a
specified Clearing Agency Participant’s account a beneficial interest in the
Regulation S Global Note, in a principal amount equal to that of the beneficial
interest in such Restricted Global Note to be so exchanged or transferred, (ii)
a written order given in accordance with the Applicable Procedures containing
information regarding the account of the Clearing Agency Participant (and the
Euroclear or Clearstream account, as the case may be) to be credited with, and
the account of the Clearing Agency Participant to be debited for, such
beneficial interest and (iii) a certificate in substantially the form set forth
in Exhibit F-2 given by the Class B Noteholder holding such beneficial
interest in such Restricted Global Note, the Registrar shall instruct BNY MTC,
as custodian of DTC, to reduce the principal amount of the Restricted Global
Note, and to increase the principal amount of the Regulation S Global Note, by
the principal amount of the beneficial interest in such Restricted Global Note
to be so exchanged or transferred, and to credit or cause to be credited to the
account of the Person specified in such instructions (which shall be the
Clearing Agency Participant for Euroclear or Clearstream or both, as the case
may be) a beneficial interest in the Regulation S Global Note having a
principal amount equal to the amount by which the principal amount of such
Restricted Global Note was reduced upon such exchange or transfer.


 


(d)                                 If
a Class B Noteholder holding a beneficial interest in a Restricted Global Note
wishes at any time to exchange its interest in such Restricted Global Note for
an interest in the Unrestricted Global Note, or to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in the Unrestricted Global Note, such exchange or transfer may be effected,
subject to the Applicable Procedures, only in accordance with the provisions of
this Section 6.4(d).  Upon receipt
by the Registrar, at the office of the Registrar, of (A) written instructions
given in accordance with the Applicable Procedures from a Clearing Agency
Participant directing the Registrar to credit or cause to be credited to a specified
Clearing Agency Participant’s 


 


137

















 


account a beneficial interest in the Unrestricted
Global Note in a principal amount equal to that of the beneficial interest in
such Restricted Global Note to be so exchanged or transferred, (ii) a written
order given in accordance with the Applicable Procedures containing information
regarding the account of the Clearing Agency Participant (and the Euroclear or
Clearstream account, as the case may be) to be credited with, and the account
of the Clearing Agency Participant to be debited for, such beneficial interest
and (iii) a certificate in substantially the form of Exhibit F-3 given
by the Class B Noteholder holding such beneficial interest in such Restricted
Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to
reduce the principal amount of such Restricted Global Note, and to increase the
principal amount of the Unrestricted Global Note, by the principal amount of
the beneficial interest in such Restricted Global Note to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions (which shall be the Clearing Agency Participant
for Euroclear or Clearstream or both, as the case may be) a beneficial interest
in the Unrestricted Global Note having a principal amount equal to the amount
by which the principal amount of such Restricted Global Note was reduced upon
such exchange or transfer.


 


(e)                                  If
a Class B Noteholder holding a beneficial interest in a Regulation S Global
Note or an Unrestricted Global Note wishes at any time to exchange its interest
in such Regulation S Global Note or such Unrestricted Global Note for an
interest in the Restricted Global Note, or to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in the Restricted Global Note, such exchange or transfer may be effected,
subject to the Applicable Procedures, only in accordance with the provisions of
this Section 6.4(e).  Upon receipt
by the Registrar, at the office of the Registrar, of (i) written instructions
given in accordance with the Applicable Procedures from a Clearing Agency
Participant directing the Registrar to credit or cause to be credited to a specified
Clearing Agency Participant’s account a beneficial interest in the Restricted
Global Note in a principal amount equal to that of the beneficial interest in
such Regulation S Global Note or such Unrestricted Global Note, as the case may
be, to be so exchanged or transferred, (ii) a written order given in accordance
with the Applicable Procedures containing information regarding the account of
the Clearing Agency Participant (and the Euroclear or Clearstream account, as
the case may be) to be credited with, and the account of the Clearing Agency
Participant to be debited for, such beneficial interest and (iii) with respect
to a transfer of a beneficial interest in such Regulation S Global Note (but
not such Unrestricted Global Note), a certificate in substantially the form set
forth in Exhibit F-4 given by such Class B Noteholder holding such
beneficial interest in such Regulation S Global Note, the Registrar shall
instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such
Regulation S Global Note or such Unrestricted Global Note, as the case may be,
and to increase the principal amount of the Restricted Global Note, by the
principal amount of the beneficial interest in such Regulation S Global Note or
such Unrestricted Global Note to be so exchanged or transferred, and to credit
or cause to be credited to the account of the Person specified in such
instructions (which shall be the Clearing Agency Participant for DTC) a
beneficial interest in the Restricted Global Note having a principal amount
equal to the amount by which the principal amount of such Regulation S Global 


 


138

















 


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 2005-3 Global Note or any portion thereof is exchanged
for Class B Notes other than Series 2005-3 Global Notes, such other Class B
Notes may in turn be exchanged (upon transfer or otherwise) for Class B Notes
that are not Series 2005-3 Global Notes or for a beneficial interest in a
Series 2005-3 Global Note (if any is then outstanding) only in accordance with
such procedures, which shall be substantially consistent with the provisions of
Sections 6.4(a) through Section 6.4(e) and Section 6.4(g)
of this Series Supplement (including the certification requirement intended to
ensure that transfers and exchanges of beneficial interests in a Series 2005-3
Global Note comply with Rule 144A or Regulation S under the Securities Act, as
the case may be) and any Applicable Procedures, as may be adopted from time to
time by HVF and the Registrar.


 


(g)                                 Until
the termination of the Restricted Period with respect to any Class B Note,
interests in the Regulation S Global Notes representing such Class B Note may
be held only through Clearing Agency Participants acting for and on behalf of
Euroclear and Clearstream; provided, that this Section 6.4(g)
shall not prohibit any transfer in accordance with Section 6.4(d) of
this Series Supplement.  After the expiration
of the applicable Restricted Period, interests in the Unrestricted Global Notes
may be transferred without requiring any certifications.


 


(h)                                 The
Class B Notes shall bear the following legends to the extent indicated:


 


(i)                                     The
Restricted Notes shall bear the following legend:


 


THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (E) TO 


 


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REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO IT.


 


(ii)                                  The
Regulation S Global Notes shall bear the following legend:


 


THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE
OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE
NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE
OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND
RESTRICTIONS.  THE HOLDER HEREOF, BY
PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF
HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS NOTE MAY BE TRANSFERRED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED
STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION
OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE
WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO HVF.


 


(iii)                               The
Series 2005-3 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.


 


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 


 


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SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC,
AND ANY PAYMENT IS MADE TO CEDE & CO. 
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN
INTEREST HEREIN.


 


(iv)                              The
required legends set forth above shall not be removed from the applicable Class
B Notes except as provided herein.  The
legend required for a Restricted Note may be removed from such Restricted Note
if there is delivered to HVF and the Registrar such satisfactory evidence,
which may include an Opinion of Counsel as may be reasonably required by HVF
that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers of such Class B Note will not violate the
registration requirements of the Securities Act.  Upon provision of such satisfactory evidence,
the Trustee at the direction of HVF shall authenticate and deliver in exchange
for such Restricted Note a Class B Note or Class B Notes having an equal
aggregate principal amount that does not bear such legend.  If such a legend required for a Restricted
Note has been removed from a Class B Note as provided above, no other Class B
Note issued in exchange for all or any part of such Class B Note shall bear
such legend, unless HVF has reasonable cause to believe that such other Class B
Note is a “restricted security” within the meaning of Rule 144 under the
Securities Act and instructs the Trustee to cause a legend to appear thereon.


 


ARTICLE VII


 


GENERAL


 


Section 7.1.                                   Optional
Redemption of Class A Notes.  The
Class A Notes shall be subject to repurchase (in whole) by HVF at its option,
upon three (3) Business Days’ prior written notice to the Trustee, in
accordance with Section 6.1 of the Base Indenture at any time; provided,
however, that, as a condition precedent to any repurchase, on or prior
to the date on which any Class A Note is repurchased by HVF pursuant to this Section
7.1, HVF (i) shall pay the Insurer all Insurer Fees and all other Insurer
Reimbursement Amounts, (ii) shall pay to each Interest Rate Hedge Provider all
amounts due and owing to such Interest Rate Hedge Provider under its related Series
2005-3 Interest Rate Hedge and (iii) shall pay to Ford all unpaid Ford
Reimbursement Obligations, in each case as of the Payment Date fixed for
redemption.  The repurchase price for any
Class A Note (in each case, the “Class A Repurchase Amount”) shall equal
the sum of (a) the aggregate outstanding principal balance of such Class A
Notes (determined after giving effect to any payments of principal and interest
on the Payment Date immediately preceding the date of purchase pursuant to this
Section 7.1), plus (b) (i) with respect to the portion of such principal
balance which was funded with Class A Commercial Paper issued at a discount,
all accrued and unpaid discount on such Class A Commercial Paper from the
issuance date(s) thereof to the date of purchase under this Section 7.1
and the aggregate discount to accrue on such Class A Commercial Paper from 


 


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the date of purchase under this Section 7.1 to
the maturity date of such Class A Commercial Paper, or (ii) with respect to the
portion of such principal balance which was funded with Class A Commercial
Paper that was not issued at a discount, all accrued and unpaid interest on
such Class A Commercial Paper from the issuance date(s) thereof to the date of
purchase under this Section 7.1 (and any breakage costs associated with
the prepayment of such interest-bearing Class A Commercial Paper), or (iii)
with respect to the portion of such principal balance which was funded other
than with Class A Commercial Paper, all accrued and unpaid interest on such
principal balance through the date of purchase under this Section 7.1,
plus (c) any other amounts then due and payable to the holders of such Series
2005-3 Notes pursuant hereto and pursuant to the Class A Note Purchase
Agreements.


 


Section 7.2.                                   Optional
Redemption of Class B Notes. 
(a)  HVF may, at its option,
redeem any Class of Class B Notes as a whole on any Payment Date on which the
Class B-1 Principal Amount, the Class B-2 Principal Amount, the Class B-3
Principal Amount or the Class B-4 Principal Amount as the case may be, is equal
to or less than 10% of the Initial Class B-1 Principal Amount, the Initial
Class B-2 Principal Amount, the Initial Class B-3 Principal Amount or the
Initial Class B-4 Principal Amount, as the case may be, with funds deposited in
the Series 2005-3 Distribution Account pursuant to Section 3.2 of this
Series Supplement, at 100% of the principal amount thereof, plus accrued and
unpaid interest thereon; provided, however, as a condition
precedent to any redemption, HVF shall pay to the Insurer all Insurer Fees and
all other Insurer Reimbursement Amounts due and payable, to each Interest Rate
Hedge Provider all amounts due and owing to such Interest Rate Hedge Provider
under its related Series 2005-3 Interest Rate Hedge and to Ford, all unpaid
Ford Reimbursement Obligations.


 


(b)                                 If
HVF elects to redeem any Class of the Class B Notes pursuant to the provisions
of Section 7.2, it shall notify the Trustee in writing at least 30 days
prior to the intended date of redemption of (i) such intended date of
redemption, (ii) the Class B Notes subject to redemption and (iii) the
principal amount of the Class B Notes to be redeemed.  Upon receipt of a notice of redemption from
HVF, the Trustee shall give notice of such redemption in the manner provided in
Section 13.1 of the Base Indenture to the Class B Noteholders of the Class B
Notes to be redeemed.  Such notice shall
be given not less than ten (10) days prior to the intended date of redemption.


 


Section 7.3.                                   Information.  On or before the fourth Business Day prior to
each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause
the Administrator to furnish to the Trustee a Monthly Noteholders’ Statement
with respect to the Series 2005-3 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 2005-3 Noteholders on such
Payment Date;


 


(ii)                                  the
amount of such distribution allocable to the payment of principal of each Class
of the Series 2005-3 Notes;


 


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(iii)                               the
amount of such distribution allocable to the payment of interest on each Class
of the Series 2005-3 Notes;


 


(iv)                              the
Class A Three Year Percentage and the Class A Five Year Percentage;


 


(v)                                 the
Series 2005-3 Invested Percentage with respect to Interest Collections and with
respect to Principal Collections for the period from and including the second
Determination Date preceding such Payment Date to but excluding the
Determination Date immediately preceding such Payment Date;


 


(vi)                              the
Class A Enhancement Amount, the Class A Adjusted Enhancement Amount, the Class
A Liquidity Amount, the Class A Adjusted Liquidity Amount, the Class B
Enhancement Amount, the Class B Adjusted Enhancement Amount, the Class B
Liquidity Amount and the Class B Adjusted Liquidity Amount, in each case, as of
the close of business on the last day of the Related Month;


 


(vii)                           whether,
to the knowledge of the Administrator, any Lien exists on any of the Collateral
(other than Permitted Liens);


 


(viii)                        whether,
to the knowledge of the Administrator, any Operating Lease Event of Default has
occurred;


 


(ix)                                whether,
to the knowledge of the Administrator, any Amortization Event or Potential
Amortization Event with respect to the Series 2005-3 Notes has occurred;


 


(x)                                   the
Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency,
if any, as of the close of business on the last day of the Related Month;


 


(xi)                                the
Non-Eligible Vehicle Amount, the Class A Non-Eligible Vehicle Percentage, the
BBB-/Baa3 Vehicle Percentage, the BBB-/Baa3 EPM Amount, the BBB-/Baa3 Vehicle
Percentage Excess, the Mazda Vehicle Percentage Excess, and the Class A Non-Investment
Grade Manufacturer Vehicle Percentage as of the close of business on the last
day of the Related Month;


 


(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;


 


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(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 2005-3
Notes existed and the amount thereof, in each case as of the close of business
on the last day of the Related Month;


 


(xvi)                         the
Class A Required Enhancement Amount and the Class B Required Enhancement Amount
as of the close of business on the last day of the Related Month, and whether a
Class Enhancement Deficiency with respect to any Class of Series 2005-3 Notes
existed and the amount thereof, in each case as of the close of business on the
last day of the Related Month;


 


(xvii)                      the
Class A Required Overcollateralization Amount, the Class A
Overcollateralization Amount, the Class B Required Overcollateralization Amount
and the Class B Overcollateralization Amount, in each case, as of the close of
business on the last day of the Related Month;


 


(xviii)                   the
Class A Required Reserve Account Amount, the Class A Available Reserve Account
Amount, the Class B Required Reserve Account Amount and the Class B Available
Reserve Account Amount, in each case, as of the close of business on the last
day of the Related Month;


 


(xix)                           the
percentage of all HVF Vehicles, with respect to each Manufacturer, as of the
close of business on the last day of the Related Month which were Eligible
Program Vehicles manufactured by such Manufacturer;


 


(xx)                              the
percentage of all HVF Vehicles, with respect to each Manufacturer which is not
an Eligible Program Manufacturer, as of the close of business on the last day
of the Related Month which were Program Vehicles manufactured by such
Manufacturer;


 


(xxi)                           the
percentage of all HVF Vehicles, with respect to each Manufacturer, as of the
close of business on the last day of the Related Month which were Non-Program
Vehicles manufactured by such Manufacturer;


 


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


 


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


 


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The Trustee
shall provide to the Series 2005-3 Noteholders, or their designated agent, the
Insurer and each Interest Rate Hedge Provider copies of each Monthly
Noteholders’ Statement.


 


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


 


	
  Exhibit A-1-1:

  	
  Series 2005-3 Variable Funding Rental Car
  Asset Backed Notes, Class A-1

  
	
  Exhibit A-1-2:

  	
  Series 2005-3 Variable Funding Rental Car
  Asset Backed Notes, Class A-2

  
	
  Exhibit A-2-1: 

  	
  Form of Restricted Global Class B-1 Note

  
	
  Exhibit A-2-2: 

  	
  Form of Regulation S Global Class B-1 Note

  
	
  Exhibit A-2-3: 

  	
  Form of Unrestricted Global Class B-1 Note

  
	
  Exhibit A-3-1: 

  	
  Form of Restricted Global Class B-2 Note

  
	
  Exhibit A-3-2: 

  	
  Form of Regulation S Global Class B-2 Note

  
	
  Exhibit A-3-3: 

  	
  Form of Unrestricted Global Class B-2 Note

  
	
  Exhibit A-4-1: 

  	
  Form of Restricted Global Class B-3 Note

  
	
  Exhibit A-4-2: 

  	
  Form of Regulation S Global Class B-3 Note

  
	
  Exhibit A-4-3: 

  	
  Form of Unrestricted Global Class B-3 Note

  
	
  Exhibit A-5-1: 

  	
  Form of Restricted Global Class B-4 Note

  
	
  Exhibit A-5-2: 

  	
  Form of Regulation S Global Class B-4 Note

  
	
  Exhibit A-5-3: 

  	
  Form of Unrestricted Global Class B-4 Note

  
	
  Exhibit B-1-1:

  	
  Form of Class A Letter of Credit

  
	
  Exhibit B-1-2:

  	
  Form of Class A Ford Letter of Credit

  
	
  Exhibit B-2-1:

  	
  Form of Class B Letter of Credit

  
	
  Exhibit B-2-2:

  	
  Form of Class B Ford Letter of Credit

  
	
  Exhibit C:

  	
  Form of Lease Payment Deficit Notice

  
	
  Exhibit D-1-1:

  	
  Form of Class A Ford Letter of Credit
  Reduction Notice

  
	
  Exhibit D-1-2:

  	
  Form of Class A Ford Letter of Credit Termination
  Notice

  
	
  Exhibit D-2:

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

  
	
  Exhibit D-3-1:

  	
  Form of Class B Ford Letter of Credit
  Reduction Notice

  
	
  Exhibit D-3-2:

  	
  Form of Class B Ford Letter of Credit
  Termination Notice

  
	
  Exhibit D-4:

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

  
	
  Exhibit E:

  	
  Form of Purchaser’s Letter

  
	
  Exhibit F-1:

  	
  Form of Class A Transfer Certificate

  
	
  Exhibit F-2:

  	
  Form of Restricted Global Note Transfer
  Certificates

  
	
  Exhibit F-3:

  	
  Form of Regulation S Global Note Transfer
  Certificates

  
	
  Exhibit F-4:

  	
  Form of Unrestricted Global Note Transfer
  Certificates

  
	
  Exhibit G:

  	
  Form of Monthly Noteholders’ Statement

  
	
  Exhibit H:

  	
  Form of Series 2005-3 Demand Note

  
	
  Exhibit I:

  	
  Form of Estimated Interest Adjustment
  Notice

  



 


Section 7.5.                                   Ratification
of Base Indenture.  As supplemented
by this Series Supplement, the Base Indenture is in all respects ratified and
confirmed and the Base Indenture as so supplemented by this Series Supplement
shall be read, taken, and construed as one and the same instrument.


 


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Section 7.6.                                   Notice
to Insurer, the Rating Agencies, each Interest Rate Hedge Provider and Ford.  The Trustee shall provide to the Insurer,
each Rating Agency and each Interest Rate Hedge Provider a copy of each notice
to the Series 2005-3 Noteholders, Opinion of Counsel and Officer’s Certificate
delivered to the Trustee pursuant to this Series Supplement or any other
Related Document.  Each such Opinion of
Counsel to be delivered to the Insurer shall be addressed to the Insurer, shall
be from counsel reasonably acceptable to the Insurer and shall be in form and
substance reasonably acceptable to the Insurer. 
The Trustee shall provide notice to each Rating Agency of any consent by
the Insurer to the waiver of the occurrence of any Series 2005-3 Limited
Liquidation Event of Default.  In
addition, for so long as the Ford LOC Exposure Amount is greater than zero, the
Trustee shall provide to Ford a copy of each report, notice and other information
provided to the Series 2005-3 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:  (212) 668-0340, confirmation:  (212) 208-3558 (Hertz Vehicle Financing LLC
Series 2005-3 Rental Car Asset Backed Notes). 
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 2005-3 Interest Rate Hedge.  All such notices, opinions, certificates or
other items to be delivered to Ford shall be forwarded to Ford Motor Company, 1
American Road, Dearborn, MI 48126 Attention: Director – Global Banking,
Facsimile No.: (313) 594-0110.  In the
event that the Annualized Financing Cost, exceeds 10% with respect to any
Series 2005-4 Interest Period, HVF shall provide Moody’s with notice of such
event.  In the event that (a) with
respect to the Three-Year Notes, One-Month LIBOR exceeds 7.75% or (b) with
respect to the Five-Year Notes, One-Month LIBOR exceeds 8.25%, HVF shall provide
the Insurer with notice of such event.


 


Section 7.7.                                   Insurer
Deemed Class A Noteholder and Secured Party.  Except for any period during which an Insurer
Default is continuing, the Insurer shall be deemed to be the holder of 100% of
the Class A Notes for the purposes of giving any consents, waivers, approvals,
instructions, directions, declarations, notices and/or taking any other action
pursuant to the Base Indenture, this Series Supplement and the other Related
Documents.  Any reference in the Base
Indenture or the Related Documents to materially, adversely, or detrimentally
affecting the rights or interests of the Noteholders, or words of similar
meaning, shall be deemed, for purposes of the Class A Notes, to refer to the
rights or interests of the Insurer.  In
addition, the Insurer shall constitute an “Enhancement Provider” with respect
to the Series 2005-3 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 2005-3 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 


 


146

















 


100% of the Series 2005-3 Notes for such
purposes.  In addition, all provisions of
this Series Supplement (i) requiring the consent (written or otherwise),
approval, advice or satisfaction of the Insurer, (ii) requiring notice to be
provided to the Insurer, (iii) requiring any other action or involvement on the
part of the Insurer, (iv) granting to the Insurer any rights or remedies, (v)
taking into consideration the interests of the Insurer, or the effect of any
event or action on the Insurer or (vi) permitting the Insurer to take any
actions, in each case shall no longer have any effect at any time after the
Class A Notes have been paid in full and the Insurer has been paid all Insurer
Fees and all other Insurer Reimbursement Amounts due under the Insurance
Agreement.


 


Section 7.8.                                   Third
Party Beneficiary.  Each of the
Insurer, Ford, in its capacity as accountholder of a Series 2005-3 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 2005-3
Interest Rate Hedge Provider, or to the extent of the provisions relating to
Ford, in the case of Ford and (ii) this Series Supplement.


 


Section 7.9.                                   Prior
Notice by Trustee to Insurer. 
Subject to Section 10.1 of the Base Indenture, except for any period
during which an Insurer Default is continuing, the Trustee agrees that so long
as no Amortization Event shall have occurred and be continuing with respect to
any Series of Notes, other than the Series 2005-3 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 2005-3 Notes (except those set
forth in clauses (j) and (k) of Article IV of this Series
Supplement) until after the Trustee has given prior written notice thereof to
the Insurer and obtained the direction of the Insurer, so long as the Insurer,
through operation of Section 7.7 of this Series Supplement, constitutes
the Required Noteholders of the Series 2005-3 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
2005-3 Notes.


 


Section 7.10.                             Subrogation.  In furtherance of and not in limitation of
the Insurer’s equitable right of subrogation, each of the Trustee and HVF
acknowledge that, to the extent of any payment made by the Insurer under the
Insurance Policy with respect to interest on or principal of the Series 2005-3
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
2005-3 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
2005-3 Notes and Ford has reimbursed the applicable Series 2005-3 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 


 


147

















 


Collateral Account, Ford is to be fully
subrogated to the extent of such payment under the Indenture; provided
such rights shall be subordinated in all respects to the rights of subrogation
of the Insurer set forth in the preceding paragraph and to the rights of the
Noteholders to the payment in full of all amounts owing to them under the
Indenture.  Each of HVF and the Trustee
agree to such subrogation and, further, agree to take such actions as Ford may
reasonably request to evidence such subrogation.


 


Section 7.11.                             Counterparts.  This Series Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and
the same instrument.


 


Section 7.12.                             Governing
Law.  This Series Supplement shall be construed in accordance with the law of
the State of New York, and the obligations, rights and remedies of the parties
hereto shall be determined in accordance with such law.


 


Section 7.13.                             Amendments.  This Series Supplement and any Class B Notes
Term Sheet may be modified or amended from time to time in accordance with the
terms of the Base Indenture, provided that if, pursuant to the terms of
the Base Indenture or this Series Supplement, the consent of the Required
Noteholders is required for an amendment or modification of this Series
Supplement, such requirement shall be satisfied if such amendment or
modification is consented to by the Required Noteholders with respect to the
Series 2005-3 Notes; provided, further, that, if the consent of the
Required Noteholders with respect to the Series 2005-3 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 2005-3 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 2005-3 Noteholders representing more than 50% of the aggregate
outstanding principal amount of the Classes of the Series 2005-3 Notes affected
by such amendment or modification (without the necessity of obtaining the
consent of the Series 2005-3 Noteholders holding the Classes of the Series
2005-3 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 2005-3 Notes and (ii) would result in a reduction in the amount of Rent
payable under the Lease or would otherwise have the effect of reducing the
Enhancement available to the Class B Notes shall require the consent of Class B
Noteholders holding more than 50% of the Class B Notes; provided, further,
that, any amendment or other modification to this Series Supplement or any of
the Related Documents that would extend the due date for, or reduce the amount
of, any scheduled repayment or prepayment of principal of or interest on the
Series 2005-3 Notes (or reduce the principal amount of or rate of interest on
the Series 2005-3 Notes), or, pursuant to the Related Documents, would require
the consent of 100% of the Series 2005-3 Noteholders or each Series 2005-3
Noteholder affected by such amendment or modification, shall require the prior
written consent of each Conduit Investor and Committed Note Purchaser or each
Conduit Investor and each Committed Note Purchaser affected thereby, as
applicable.  Any amendment to this Series
Supplement that adversely affects in any material respect the interests of an
Interest Rate Hedge Provider shall 


 


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require the prior written consent of such Interest
Rate Hedge Provider.  For so long as the
Ford LOC Exposure Amount is greater than zero, any amendment to any provision
of this Series Supplement shall be subject to Section 7.18 of this
Series Supplement. Furthermore, for so long as any Class A Notes are
Outstanding, any amendment, waiver or other modification pursuant to Section
12.2(iii) of the Base Indenture shall require the prior written consent of the
Insurer, such consent not to be unreasonably withheld or delayed.


 


Section 7.14.                             Termination
of Series Supplement.  This Series
Supplement shall cease to be of further effect when (i) all Outstanding Series
2005-3 Notes theretofore authenticated and issued have been delivered (other
than destroyed, lost, or stolen Series 2005-3 Notes which have been replaced or
paid) to the Trustee for cancellation, (ii) HVF has paid all sums payable
hereunder, (iii) the Insurer has been paid all Insurer Fees and all other
Insurer Reimbursement Amounts due under the Insurance Agreement, (iv) each
Interest Rate Hedge Provider has been paid all amounts due and owing to it from
HVF under its Series 2005-3 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 2005-3 Notes and (vi)
the Series 2005-3 Demand Note Payment Amount is equal to zero or the Class A
Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of
Credit Liquidity Amount are each equal to zero.


 


Section 7.15.                             Discharge
of Indenture.  Notwithstanding
anything to the contrary contained in the Base Indenture, so long as this
Series Supplement shall be in effect in accordance with Section 7.14 of
this Series Supplement, no discharge of the Indenture pursuant to Section
11.1(b) of the Base Indenture shall be effective as to the Series 2005-3 Notes
without the consent of the Required Noteholders with respect to the Series
2005-3 Notes.


 


Section 7.16.                             Effect
of Payment by Insurer.  Anything in
this Series Supplement to the contrary notwithstanding, any payments of
principal of or interest on the Class A Notes that is made with moneys received
pursuant to the terms of the Insurance Policy shall not (except for the purpose
of calculating the Class A-1 Outstanding Principal Amount and the Class A-2
Outstanding Principal Amount) be considered payment of the Class A Notes by
HVF.  The Trustee acknowledges that,
without the need for any further action on the part of the Insurer, (i) to the
extent the Insurer makes payments, directly or indirectly, on account of
principal of or interest on, the Class A Notes to the Trustee for the benefit
of the Class A Noteholders or to the Class A Noteholders (including any
Preference Amounts as defined in the Insurance Policy), the Insurer will be
fully subrogated to the rights of such Class A Noteholders to receive such
principal and interest and will be deemed to the extent of the payments so made
to be a Class A Noteholder and (ii) the Insurer shall be paid principal and
interest in its capacity as a Class A Noteholder until all such payments by the
Insurer have been fully reimbursed, but only from the sources and in the manner
provided in this Series Supplement for payment of such principal and interest
and, in each case, only after the Class A Noteholders have received all
payments of principal and interest due to them under this Series Supplement on
the related Payment Date.


 


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Section 7.17.                             Interest
Rate Hedge Provider Deemed Secured Party. 
Each Interest Rate Hedge Provider shall constitute an “Enhancement Provider”
with respect to the Series 2005-3 Notes for all purposes under the Base
Indenture, the other Related Documents and each Series 2005-3 Interest Rate
Hedge shall constitute an “Enhancement Agreement” with respect to the Series
2005-3 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 2005-3 Interest Rate Hedge and
pursuant to this Series Supplement.


 


Section 7.18.                             Ford
Covenants.  HVF hereby covenants and
agrees with Ford that, for so long as the Ford LOC Exposure Amount is greater
than zero:


 


(a)                                  Distributions
to HVF.  No amounts will be
distributed to HVF pursuant to any provision of the Indenture if, after giving
effect to that distribution, the Fleet Equity Amount would be less than the
Required Minimum Fleet Equity Amount.


 


(b)                                 Inspection
of Property, Books and Records.  It
will permit representatives of Ford to visit and inspect any of its properties
and to examine any of its books and records, and to discuss its affairs,
finances and accounts with the Servicer and its officers, directors, employees
and independent public accountants all at such reasonable times and on
reasonable notice and as often as may reasonably be requested (but, prior to
the occurrence of a Potential Amortization Event or an Amortization Event, not
more than twice in any year).


 


(c)                                  Other
Series Supplements.  Each Series
Supplement will provide for the payment of Ford Reimbursement Obligations prior
to any distribution or other release of funds to HVF thereunder and prior to
any payment of any termination payments under Swap Agreements; provided,
however, that on or prior to January 6, 2006, the Series 2002-1
Supplement, dated as of September 18, 2002, by and between HVF and the Trustee,
as amended, supplemented or otherwise modified from time to time, will not be
required to provide for any payment of Ford Reimbursement Obligations.


 


(d)                                 No
Amendments.  It will not, without the
prior written consent of Ford (which consent shall not be unreasonably withheld
or delayed), (i) extend the Commitment Termination Date to a date after the
November 2010 Payment Date or extend or otherwise modify the Three-Year Notes
Expected Final Payment Date, the Five-Year Notes Expected Final Payment Date,
the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal
Final Payment Date, (ii) amend, modify or waive Sections  3.2(d), (e)
and (f), 3.3(d) and (e), 3.5(a), (c), and (e),
3.8(e) and (f), 3.9(b), (c), (e), (f)(I),
(g), (h), (i), (j) and (k), 3.13, 3.14(e)
and (f), 3.15(b), (c), (e), (f)(I), (g),
(h), (i), (j) and (k), 3.17, 7.6, 7.8,
7.10, 7.13, 7.14 and 7.18 of this Series Supplement
or any other provision of the Series 2005-3 Supplement providing for drawings
on the Series 2005-3 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 


 


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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 provisions of any
other Series Supplement providing for the payment by HVF of Ford Reimbursement
Obligations, (v) amend, modify or waive the provisions of Sections 6.3(b)
or 6.3(d) of the Base Indenture or (vi) amend, modify or waive the Base
Indenture, enter into any Series Supplement or amend, modify or waive any
Series Supplement in a manner that provides for an invested percentage
calculation that is different than that contained in the Series Supplements
relating to the Series of Notes being issued on the Series 2005-3 Closing Date.


 


(e)                                  Outstanding
Letters of Credit.  After the Series
2005-3 Closing Date, it will not, without the prior written consent of Ford
(which consent shall not be unreasonably withheld or delayed) obtain a Class A
Non-Ford Letter of Credit for so long as any Class B Ford Letters of Credit
remain outstanding.


 


Section 7.19.                             Issuances
of Class B Notes.


 


(a)                                  Notwithstanding
the inclusion of Class B Notes in this Series Supplement, no Class B Notes will
be issued on the Series 2005-3 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 2005-3 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 2005-3 Class B Notes
Closing Date to the effect that:


 


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(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 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 2005-3 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 2005-3 Interest
Rate Hedges have been acquired from one or more Eligible Interest Rate Hedge
Provider in an aggregate initial notional amount equal to the aggregate
Principal Amount of the Class B Notes issued, each with a strike rate equal to
no more than 5.50% or as otherwise agreed by Fitch and each other Rating Agency
rating the Class B Notes and that otherwise satisfies Section 3.12 of this
Series Supplement;


 


(vii)  the excess of the principal amount of any of
the Class B Notes over their issue price will not exceed the maximum amount
permitted under the Code without the creation of an original issue discount,


 


(viii)  the Trustee shall have received opinions of
counsel substantially similar to those received in connection with the offering
and sale of the Class A Notes, including without limitation, opinions to the
effect that:


 


(A) the Class B Notes will be characterized
as indebtedness for federal income tax purposes,


 


(B) the issuance of the Class B Notes will
not affect adversely the United States federal income tax characterization of
any Series of Notes outstanding or Class thereof that was (based upon on
Opinion of Counsel) characterized as debt at the time of their issuance and HVF
will not be classified as an association or as a publicly traded partnership
taxable as a corporation for United States federal income tax purposes,


 


(C) all
instruments furnished to the Trustee conform to the requirements of the Base
Indenture and this Series Supplement and constitute all 


 


152

















 


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,


 


(D) the Class B Notes Term
Sheet with respect to the Class or Classes of Class B Notes being issued on
such Series 2005-3 Class
B Notes Closing Date has been duly authorized, executed and delivered by HVF,


 


(E) the Class B Notes being
issued on such Series 2005-3 Class B Notes Closing Date have been duly authorized and executed and,
when authenticated and delivered in accordance with the provisions of the Base
Indenture and this Series Supplement, will constitute valid, binding and
enforceable obligations of HVF entitled to the benefits of the Base Indenture and
this Series Supplement, subject, in the case of enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors’ rights generally and to general principles of equity,


 


(F) each of the Class B Notes Term Sheet with respect to Class B Notes being issued
on such Series 2005-3 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.


 


153

















 


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

  



 


154