Exhibit 4.9.1


 


EXECUTION VERSION


 


HERTZ VEHICLE FINANCING LLC, 

as Issuer


 


and


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee


 


 






 


THIRD AMENDED AND RESTATED BASE INDENTURE


 


Dated as of September 18, 2009


 






 


 


Rental Car Asset Backed Notes

(Issuable in Series)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1. Definitions

  	
  1

  
	
   

  	
   

  
	
  Section 1.2.
  Cross-References

  	
  1

  
	
   

  	
   

  
	
  Section 1.3. Accounting and
  Financial Determinations; No Duplication

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 1.4. Rules of
  Construction

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  THE NOTES

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.1. Designation and
  Terms of Notes

  	
  2

  
	
   

  	
   

  
	
  Section 2.2. Notes Issuable
  in Series

  	
  3

  
	
   

  	
   

  
	
  Section 2.3.
  Series Supplement for Each Series

  	
  5

  
	
   

  	
   

  
	
  Section 2.4. Execution and
  Authentication

  	
  8

  
	
   

  	
   

  
	
  Section 2.5. Registrar and
  Paying Agent

  	
  9

  
	
   

  	
   

  
	
  Section 2.6. Paying Agent to
  Hold Money in Trust

  	
  9

  
	
   

  	
   

  
	
  Section 2.7. Noteholder List

  	
  10

  
	
   

  	
   

  
	
  Section 2.8. Transfer and
  Exchange

  	
  11

  
	
   

  	
   

  
	
  Section 2.9. Persons Deemed
  Owners

  	
  12

  
	
   

  	
   

  
	
  Section 2.10. Replacement
  Notes

  	
  13

  
	
   

  	
   

  
	
  Section 2.11. Treasury Notes

  	
  13

  
	
   

  	
   

  
	
  Section 2.12. Book-Entry
  Notes

  	
  14

  
	
   

  	
   

  
	
  Section 2.13. Definitive
  Notes

  	
  15

  
	
   

  	
   

  
	
  Section 2.14. Cancellation

  	
  16

  
	
   

  	
   

  
	
  Section 2.15. Principal and
  Interest

  	
  16

  
	
   

  	
   

  
	
  Section 2.16. Tax Treatment

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  SECURITY

  	
  17

  



 

















 


	
   

  	
   

  	
   

  
	
  Section 3.1. Grant of
  Security Interest

  	
  17

  
	
   

  	
   

  
	
  Section 3.2. Certain Rights
  and Obligations of HVF Unaffected

  	
  19

  
	
   

  	
   

  
	
  Section 3.3. Performance of
  Collateral Agreements

  	
  20

  
	
   

  	
   

  
	
  Section 3.4. Release of
  Indenture Collateral

  	
  20

  
	
   

  	
   

  
	
  Section 3.5. Opinions of
  Counsel

  	
  21

  
	
   

  	
   

  
	
  Section 3.6. Stamp, Other
  Similar Taxes and Filing Fees

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  REPORTS

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 4.1. Reports and
  Instructions to Trustee

  	
  22

  
	
   

  	
   

  
	
  Section 4.2. Reports to
  Noteholders

  	
  23

  
	
   

  	
   

  
	
  Section 4.3. Rule 144A
  Information

  	
  24

  
	
   

  	
   

  
	
  Section 4.4. Administrator

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  ALLOCATION AND APPLICATION OF COLLECTIONS

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 5.1. Collection
  Account

  	
  24

  
	
   

  	
   

  
	
  Section 5.2. Collections and
  Allocations

  	
  25

  
	
   

  	
   

  
	
  Section 5.3. Determination
  of Monthly Interest

  	
  28

  
	
   

  	
   

  
	
  Section 5.4. Determination
  of Monthly Principal

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5A.

  	
  HVF EXCHANGE ACCOUNT

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 5A.1.             HVF Exchange Account

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  DISTRIBUTIONS

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 6.1. Distributions
  in General

  	
  28

  
	
   

  	
   

  
	
  Section 6.2.
  Optional Repurchase of Notes

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  REPRESENTATIONS AND WARRANTIES

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 7.1. Existence and
  Power

  	
  29

  
	
   

  	
   

  
	
  Section 7.2. Limited
  Liability Company and Governmental Authorization

  	
  29

  
	
   

  	
   

  
	
  Section 7.3. No Consent

  	
  30

  



 

















 


	
  Section 7.4. Binding Effect

  	
  30

  
	
   

  	
   

  
	
  Section 7.5. Litigation

  	
  30

  
	
   

  	
   

  
	
  Section 7.6. No ERISA Plan

  	
  30

  
	
   

  	
   

  
	
  Section 7.7. Tax Filings and
  Expenses

  	
  30

  
	
   

  	
   

  
	
  Section 7.8. Disclosure

  	
  31

  
	
   

  	
   

  
	
  Section 7.9. Investment
  Company Act

  	
  31

  
	
   

  	
   

  
	
  Section 7.10. Regulations T,
  U and X

  	
  31

  
	
   

  	
   

  
	
  Section 7.11. Solvency

  	
  31

  
	
   

  	
   

  
	
  Section 7.12. Ownership of
  Limited Liability Company Interests; Subsidiary

  	
  31

  
	
   

  	
   

  
	
  Section 7.13. Security
  Interests

  	
  32

  
	
   

  	
   

  
	
  Section 7.14. Related
  Documents

  	
  33

  
	
   

  	
   

  
	
  Section 7.15. [Reserved]

  	
  34

  
	
   

  	
   

  
	
  Section 7.16. Non-Existence
  of Other Agreements

  	
  34

  
	
   

  	
   

  
	
  Section 7.17. Compliance
  with Contractual Obligations and Laws

  	
  34

  
	
   

  	
   

  
	
  Section 7.18. Other
  Representations

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  COVENANTS

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 8.1. Payment of
  Notes

  	
  34

  
	
   

  	
   

  
	
  Section 8.2. Maintenance of
  Office or Agency

  	
  34

  
	
   

  	
   

  
	
  Section 8.3. Payment of
  Obligations

  	
  35

  
	
   

  	
   

  
	
  Section 8.4. Conduct of
  Business and Maintenance of Existence

  	
  35

  
	
   

  	
   

  
	
  Section 8.5. Compliance with
  Laws

  	
  35

  
	
   

  	
   

  
	
  Section 8.6. Inspection of
  Property, Books and Records

  	
  35

  
	
   

  	
   

  
	
  Section 8.7. Actions under
  the Collateral Agreements

  	
  36

  
	
   

  	
   

  
	
  Section 8.8. Notice of
  Defaults

  	
  37

  
	
   

  	
   

  
	
  Section 8.9. Notice of
  Material Proceedings

  	
  37

  



 

















 


	
  Section 8.10. Further
  Requests

  	
  37

  
	
   

  	
   

  
	
  Section 8.11. Further
  Assurances

  	
  37

  
	
   

  	
   

  
	
  Section 8.12. Liens

  	
  38

  
	
   

  	
   

  
	
  Section 8.13. Other
  Indebtedness

  	
  38

  
	
   

  	
   

  
	
  Section 8.14. No ERISA Plan

  	
  39

  
	
   

  	
   

  
	
  Section 8.15. Mergers

  	
  39

  
	
   

  	
   

  
	
  Section 8.16. Sales of
  Assets

  	
  39

  
	
   

  	
   

  
	
  Section 8.17. Acquisition of
  Assets

  	
  39

  
	
   

  	
   

  
	
  Section 8.18. Dividends,
  Officers’ Compensation, etc.

  	
  39

  
	
   

  	
   

  
	
  Section 8.19. Legal Name;
  Location Under Section 9-301

  	
  39

  
	
   

  	
   

  
	
  Section 8.20. HVF LLC
  Agreement

  	
  40

  
	
   

  	
   

  
	
  Section 8.21. Investments

  	
  40

  
	
   

  	
   

  
	
  Section 8.22. No Other
  Agreements

  	
  40

  
	
   

  	
   

  
	
  Section 8.23. Other Business

  	
  40

  
	
   

  	
   

  
	
  Section 8.24. Maintenance of
  Separate Existence

  	
  40

  
	
   

  	
   

  
	
  Section 8.25. Manufacturer
  Programs

  	
  41

  
	
   

  	
   

  
	
  Section 8.26. Disposition of
  HVF Vehicles

  	
  42

  
	
   

  	
   

  
	
  Section 8.27. Insurance

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  AMORTIZATION EVENTS AND REMEDIES

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.1. Amortization
  Events

  	
  43

  
	
   

  	
   

  
	
  Section 9.2. Rights of the
  Trustee upon Amortization Event or Certain Other Events of Default

  	
  44

  
	
   

  	
   

  
	
  Section 9.3. Other Remedies

  	
  48

  
	
   

  	
   

  
	
  Section 9.4. Waiver of Past
  Events

  	
  48

  
	
   

  	
   

  
	
  Section 9.5. Control by
  Requisite Investors

  	
  49

  
	
   

  	
   

  
	
  Section 9.6.
  Limitation on Suits

  	
  49

  



 

















 


	
  Section 9.7.
  Unconditional Rights of Holders to Receive Payment

  	
  50

  
	
   

  	
   

  
	
  Section 9.8. Collection Suit
  by the Trustee

  	
  50

  
	
   

  	
   

  
	
  Section 9.9. The Trustee
  May File Proofs of Claim

  	
  50

  
	
   

  	
   

  
	
  Section 9.10. Priorities

  	
  51

  
	
   

  	
   

  
	
  Section 9.11. Undertaking
  for Costs

  	
  51

  
	
   

  	
   

  
	
  Section 9.12. Rights and
  Remedies Cumulative

  	
  51

  
	
   

  	
   

  
	
  Section 9.13. Delay or
  Omission Not Waiver

  	
  51

  
	
   

  	
   

  
	
  Section 9.14. Reassignment
  of Surplus

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  THE TRUSTEE

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 10.1. Duties of the
  Trustee

  	
  52

  
	
   

  	
   

  
	
  Section 10.2. Rights of the
  Trustee

  	
  54

  
	
   

  	
   

  
	
  Section 10.3. Individual
  Rights of the Trustee

  	
  56

  
	
   

  	
   

  
	
  Section 10.4. Notice of
  Amortization Events and Potential Amortization Events

  	
  56

  
	
   

  	
   

  
	
  Section 10.5. Compensation

  	
  56

  
	
   

  	
   

  
	
  Section 10.6. Replacement of
  the Trustee

  	
  56

  
	
   

  	
   

  
	
  Section 10.7. Successor
  Trustee by Merger, etc.

  	
  57

  
	
   

  	
   

  
	
  Section 10.8. Eligibility
  Disqualification

  	
  58

  
	
   

  	
   

  
	
  Section 10.9. Appointment of
  Co-Trustee or Separate Trustee

  	
  58

  
	
   

  	
   

  
	
  Section 10.10.
  Representations and Warranties of Trustee

  	
  59

  
	
   

  	
   

  
	
  Section 10.11. HVF
  Indemnification of the Trustee

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  DISCHARGE OF INDENTURE

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 11.1. Termination of
  HVF’s Obligations

  	
  60

  
	
   

  	
   

  
	
  Section 11.2. Application of
  Trust Money

  	
  61

  
	
   

  	
   

  
	
  Section 11.3. Repayment to
  HVF

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  AMENDMENTS

  	
  62

  



 

















 


	
  Section 12.1. Without
  Consent of the Noteholders

  	
  62

  
	
   

  	
   

  
	
  Section 12.2. With Consent
  of the Noteholders

  	
  63

  
	
   

  	
   

  
	
  Section 12.3. Supplements

  	
  65

  
	
   

  	
   

  
	
  Section 12.4. Revocation and
  Effect of Consents

  	
  65

  
	
   

  	
   

  
	
  Section 12.5. Notation on or
  Exchange of Notes

  	
  65

  
	
   

  	
   

  
	
  Section 12.6. The Trustee to
  Sign Amendments, etc.

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 13.1. Notices

  	
  66

  
	
   

  	
   

  
	
  Section 13.2. Communication
  by Noteholders With Other Noteholders

  	
  67

  
	
   

  	
   

  
	
  Section 13.3. Certificate
  and Opinion as to Conditions Precedent

  	
  67

  
	
   

  	
   

  
	
  Section 13.4. Statements
  Required in Certificate

  	
  67

  
	
   

  	
   

  
	
  Section 13.5. Rules by
  the Trustee

  	
  68

  
	
   

  	
   

  
	
  Section 13.6. Duplicate
  Originals

  	
  68

  
	
   

  	
   

  
	
  Section 13.7. Benefits of
  Indenture

  	
  68

  
	
   

  	
   

  
	
  Section 13.8. Payment on
  Business Day

  	
  68

  
	
   

  	
   

  
	
  Section 13.9. Governing Law

  	
  68

  
	
   

  	
   

  
	
  Section 13.10. Successors

  	
  69

  
	
   

  	
   

  
	
  Section 13.11. Severability

  	
  69

  
	
   

  	
   

  
	
  Section 13.12. Counterpart
  Originals

  	
  69

  
	
   

  	
   

  
	
  Section 13.13. Table of
  Contents, Headings, etc.

  	
  69

  
	
   

  	
   

  
	
  Section 13.14. Termination;
  Indenture Collateral

  	
  69

  
	
   

  	
   

  
	
  Section 13.15. No Bankruptcy
  Petition Against HVF

  	
  70

  
	
   

  	
   

  
	
  Section 13.16. No Recourse

  	
  70

  
	
   

  	
   

  
	
  Section 13.17. Waiver of Jury
  Trial

  	
  70

  



 














 


THIRD AMENDED AND RESTATED BASE INDENTURE,
dated as of September 18, 2009, between HERTZ VEHICLE FINANCING LLC, a
special purpose limited liability company established under the laws of
Delaware, as issuer (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., (formerly known as The Bank of New York Trust Company, N.A.) a national
banking association, as trustee (in such capacity, the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, HVF and the Trustee entered into a
Base Indenture dated as of September 18, 2002, as amended pursuant to the
First Supplemental Indenture dated as of March 31, 2004, and as amended
and restated pursuant to the Amended and Restated Base Indenture dated as of December 21,
2005, and the Second Amended and Restated Base Indenture, dated as of August 1,
2006 (the “Prior Indenture”);


 


WHEREAS, HVF and the Trustee desire to amend
and restate the Prior Indenture in its entirety as herein set forth;


 


WHEREAS, HVF has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of one or more non-segregated Series of Rental Car Asset Backed
Notes (the “Notes”) and/or one or more segregated Series of Rental
Car Asset Backed Notes (the “Segregated Notes” and, together with the
Notes, the “Indenture Notes”), issuable as provided in this Indenture;
and


 


WHEREAS, all things necessary to make this
Indenture a legal, valid and binding agreement of HVF, in accordance with its
terms, have been done, and HVF proposes to do all the things necessary to make
the Indenture Notes, when executed by HVF and authenticated and delivered by
the Trustee hereunder and duly issued by HVF, the legal, valid and binding
obligations of HVF as hereinafter provided;


 


NOW, THEREFORE, for and in consideration of
the premises and the receipt of the Indenture Notes by the Indenture
Noteholders, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Indenture Noteholders, as follows:


 


ARTICLE I   DEFINITIONS AND
INCORPORATION BY REFERENCE


 


Section 1.1.  Definitions.


 


Certain capitalized terms used herein
(including the preamble and the recitals hereto) shall have the meanings
assigned to such terms in the Definitions List attached hereto as Schedule I
(the “Definitions List”), as such Definitions List may be amended or
modified from time to time in accordance with the provisions hereof.


 


Section 1.2.  Cross-References.


 


Unless otherwise specified, references in
this Indenture and in each other Related Document to any Article or Section are
references to such Article or Section of this Indenture or such other
Related Document, as the case may be and, unless otherwise specified,
references in


 

















 


any Article, Section or
definition to any clause are references to such clause of such Article, Section or
definition.


 


Section 1.3.  Accounting and Financial Determinations;
No Duplication.


 


Where the character or amount of any asset or
liability or item of income or expense is required to be determined, or any
accounting computation is required to be made, for the purpose of this
Indenture, such determination or calculation shall be made, to the extent
applicable and except as otherwise specified in this Indenture, in accordance
with GAAP.  When used herein, the term “financial
statement” shall include the notes and schedules thereto.  All accounting determinations and
computations hereunder or under any other Related Documents shall be made
without duplication.


 


Section 1.4.  Rules of Construction.


 


In this Indenture, unless the context
otherwise requires:


 


(a)   the
singular includes the plural and vice versa;


 


(b)   reference
to any Person includes such Person’s successors and assigns but, if applicable,
only if such successors and assigns are permitted by this Indenture, and
reference to any Person in a particular capacity only refers to such Person in
such capacity;


 


(c)   reference
to any gender includes the other gender;


 


(d)   reference
to any Requirement of Law means such Requirement of Law as amended, modified,
codified or reenacted, in whole or in part, and in effect from time to time;


 


(e)   “including”
(and with correlative meaning “include”) means including without limiting the
generality of any description preceding such term; and


 


(f)    with
respect to the determination of any period of time, “from” means “from and
including” and “to” means “to but excluding”.


 


ARTICLE II   THE NOTES


 


Section 2.1.  Designation and Terms of Notes.


 


Each Series of Indenture Notes shall be
substantially in the form specified in the applicable Series Supplement
and shall bear, upon its face, the designation for such Series of
Indenture Notes to which it belongs as selected by HVF, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted hereby or by the applicable Series Supplement and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined to be
appropriate by the Authorized Officer executing such Indenture Notes, as
evidenced by his execution of the Indenture Notes.  All Indenture Notes of any Series of 


 


2

















 


Indenture Notes shall,
except as specified in the applicable Series Supplement, be equally and ratably
entitled as provided herein to the benefits hereof without preference, priority
or distinction on account of the actual time or times of authentication and
delivery, all in accordance with the terms and provisions of this Indenture and
the applicable Series Supplement. 
The aggregate principal amount of Indenture Notes which may be
authenticated and delivered under this Indenture is unlimited.  The Indenture Notes of each Series of
Indenture Notes shall be issued in the denominations set forth in the
applicable Series Supplement.


 


Section 2.2.  Notes Issuable in Series.


 


(a) The Indenture Notes may be issued in
one or more Series of Indenture Notes. 
Each Series of Indenture Notes shall be created by a Series Supplement.


 


(b) Indenture Notes of a new Series of
Indenture Notes may from time to time be executed by HVF and delivered to the
Trustee for authentication and thereupon the same shall be authenticated and
delivered by the Trustee upon the receipt by the Trustee of 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 Closing Date and upon
delivery by HVF to the Trustee, and receipt by the Trustee, of the following:


 


(i)            a Company Order
authorizing and directing the authentication and delivery of the Indenture
Notes of such new Series of Indenture Notes by the Trustee and specifying
the designation of such new Series of Indenture Notes, the Initial
Principal Amount (or the method for calculating the Initial Principal Amount)
of such new Series of Indenture Notes to be authenticated and the Note
Rate with respect to such new Series of Indenture Notes;


 


(ii)           a Series Supplement
satisfying the criteria set forth in Section 2.3 executed by HVF
and the Trustee and specifying the Principal Terms of such new Series of
Indenture Notes;


 


(iii)          the related
Enhancement Agreement, if any, executed by each of the parties thereto, other
than the Trustee;


 


(iv)          written confirmation
from each Rating Agency that the Rating Agency Condition with respect to each Series of
Indenture Notes Outstanding (other than any such Series of Indenture Notes
with respect to which an Amortization Event or Potential Amortization Event is
continuing as of the date of the issuance of the new Series of Indenture
Notes or will occur as a result of the issuance of the new Series of
Indenture Notes) shall have been satisfied with respect to such issuance;


 


(v)           (x) solely in
connection with the issuance of a Series of Notes, an Officer’s
Certificate of HVF dated as of the applicable Series Closing Date to the
effect that (A) no Limited Liquidation Event of Default or Enhancement
Deficiency with respect to any Series of Notes Outstanding is continuing
or will occur as a result of the issuance of a new Series of Notes, (B) no
Liquidation Event of Default, Aggregate Asset Amount Deficiency, Operating
Lease Event of Default or Potential Operating Lease Event of Default is
continuing or will occur as a result of the issuance of a new Series of 


 


3

















 


Notes and (C) consent
has been obtained from the Required Noteholders of each Series of Notes (i) with
respect to which an Amortization Event or Potential Amortization Event is
continuing as of the date of the issuance of the new Series of Notes or
will occur as a result of the issuance of the new Series of Notes and (ii) that
will not be refinanced with the proceeds of the issuance of such new Series of
Notes and (D) all conditions precedent provided in this Base Indenture and
the related Series Supplement with respect to the authentication and
delivery of the new Series of Notes have been satisfied and (y) solely
in connection with the issuance of a Segregated Series of Notes, all
conditions precedent provided in this Base Indenture and the related Segregated
Series Supplement with respect to the authentication and delivery of the
new Segregated Series of Notes have been satisfied;


 


(vi)          a Tax Opinion;


 


(vii)         evidence that each
of the parties to the Related Documents with respect to the new Series of
Indenture Notes has covenanted and agreed in such Related Documents that, prior
to the date which is one year and one day after the payment in full of the
latest maturing Indenture Note, it will not institute against, or join with any
other Person in instituting, against Hertz Vehicles LLC, HGI, HVF or the
Intermediary any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings, under any Federal or state
bankruptcy or similar law;


 


(viii)        unless otherwise
specified in the related Series Supplement, an Opinion of Counsel, subject
to the assumptions and qualifications stated therein, and in a form
substantially acceptable to the Trustee, dated the applicable Closing Date,
substantially to the effect that:


 


(A)                              all instruments
furnished to the Trustee conform to the requirements of this Base Indenture and
the related Series Supplement and constitute all the documents required to
be delivered hereunder and thereunder for the Trustee to authenticate and
deliver the new Series of Indenture Notes, and all conditions precedent
provided for in this Base Indenture and the related Series Supplement with
respect to the authentication and delivery of the new Series of Indenture
Notes have been complied with;


 


(B)                                the related Series Supplement
has been duly authorized, executed and delivered by HVF;


 


(C)                                the new Series of
Indenture Notes has been duly authorized and executed and, when authenticated
and delivered in accordance with the provisions of this Base Indenture and the
related Series Supplement, will constitute valid, binding and enforceable
obligations of HVF entitled to the benefits of this Base Indenture and the
related Series Supplement, subject, in the case of enforcement, to
bankruptcy, insolvency, reorganization, 


 


4

















 


moratorium and other similar
laws affecting creditors’ rights generally and to general principles of equity;
and


 


(D)                               the related Series Supplement
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


 


(ix)           such other
documents, instruments, certifications, agreements or other items as the
Trustee may reasonably require.


 


Upon satisfaction of such conditions, the
Trustee shall authenticate and deliver, as provided above, such Series of
Indenture Notes upon execution thereof by HVF.


 


Section 2.3.  Series Supplement for Each Series of
Indenture Notes.


 


(a) In conjunction with the issuance of
a new Series of Indenture Notes, the parties hereto shall execute a Series Supplement,
which shall specify the relevant terms with respect to such new Series of
Indenture Notes, which may include without limitation:


 


(i)            its name or
designation;


 


(ii)           the Initial
Principal Amount or the method of calculating the Initial Principal Amount with
respect to such Series of Indenture Notes;


 


(iii)          the Note Rate with
respect to such Series of Indenture Notes;


 


(iv)          the Series Closing
Date;


 


(v)           each Rating Agency
rating such Series of Indenture Notes;


 


(vi)          the name of the
Clearing Agency, if any;


 


(vii)         the interest payment
date or dates and the date or dates from which interest shall accrue;


 


(viii)        with respect to any Series of
Notes, the method of allocating Collections to such Series and with
respect to any Segregated Series of Notes, the method of allocating
collections with respect to such Segregated Series;


 


(ix)           with respect to any
Series of Notes, whether the Notes of such Series will be issued in
multiple Classes and, if so, the method of allocating Collections allocated to
such Series among such Classes and the rights and priorities of each such
Class, and with respect to any Segregated Series of Notes, whether the
Indenture Notes of such Segregated Series will be issued in multiple
Classes and, if so, the method of allocating collections with respect to such
Segregated Series among such Classes and the rights and priorities of each
such Class;


 


5

















 


(x)            the method by which
the principal amount of the Indenture Notes of such Series of Indenture
Notes shall amortize or accrete;


 


(xi)           the names of any Series Accounts
to be used by such Series of Indenture Notes and the terms governing the
operation of any such account and the use of moneys therein;


 


(xii)          any deposit of
funds to be made in any Series Account on the Series Closing Date;


 


(xiii)         the terms of any
related Enhancement and the Enhancement Provider thereof, if any;


 


(xiv)        whether the Indenture
Notes of such Series of Indenture Notes may be issued in bearer form and
any limitations imposed thereon;


 


(xv)         the Series Termination
Date of such Series of Indenture Notes; and


 


(xvi)        any other relevant
terms of such Series of Indenture Notes (including whether or not such Series of
Indenture Notes will be pledged as collateral for an issuance by an Affiliate
Issuer) that do not (subject to Section 2.3(b)) change the terms of
any Series of Indenture Notes Outstanding and that do not prevent the
satisfaction of the Rating Agency Condition with respect to each Series of
Indenture Notes Outstanding with respect to the issuance of such new Series of
Indenture Notes (all such terms, the “Principal Terms” of such Series of
Indenture Notes).


 


(b) (i)  A Series Supplement
may specify that the related Series of Indenture Notes (each, a “Segregated
Series”) will have collateral that is to be solely for the benefit of the
Segregated Noteholders of such Segregated Series of Notes and any other
Segregated Series of Notes specified in such Series Supplement (such
collateral being referred to as “Series-Specific Collateral”).  If any Series-Specific Collateral with
respect to such Segregated Series of Notes is specified, such Series Supplement
shall expressly designate the related Series of Indenture Notes as a “Segregated
Series” for purposes of this Base Indenture; provided, however,
that no such Segregated Series of Notes will be issued unless (x) the
Rating Agency Condition is satisfied with respect to each Series of
Indenture Notes Outstanding, (y) HVF shall have delivered to the Trustee
an Officers’ Certificate to the effect that the issuance of such Segregated Series of
Notes will not have a material adverse effect (excluding any impact from the dilution of the interests or voting
percentage of the existing Indenture Noteholders as a result of such issuance) upon
the Indenture Noteholders of any Series of Indenture Notes Outstanding at
the time of the issuance of the Segregated Series of Notes, and (z) the
applicable Series Supplement provides, in form satisfactory to the
Trustee, for the changes and modifications to the Indenture and the other
Related Documents as are described in clause (ii) below.


 


(ii)           In the event any Segregated Series of
Notes is issued, the related Series Supplement will provide that (A) the
Servicer shall determine the Series-Specific Collateral for such Segregated Series of
Notes, notify the Collateral Agent and Trustee with respect to such
Series-Specific Collateral, and the Servicer, the Collateral Agent and the
Trustee will identify the Series-Specific Collateral for such Segregated Series of
Notes such that (x) the Series-Specific 


 


6

















 


Collateral will secure only the Segregated Series of Notes to
which such Series-Specific Collateral is applicable, (y) the Indenture
Noteholders with respect to any other Series of Indenture Notes will not
be entitled to the benefit of such Series-Specific Collateral and (z) the
Indenture Noteholders of such Segregated Series of Notes will not be
entitled to the benefit of the Collateral or any Series-Specific Collateral
securing other Segregated Series of Notes, (B) the Trustee will
adjust the allocations and distributions to be made under the Indenture at the
written direction of the Servicer so that the Indenture Noteholders with
respect to the Segregated Series of Notes will be entitled to allocations and
distributions arising solely from the Series-Specific Collateral related to
such Segregated Series of Notes and the Noteholders will be entitled to
allocations and distributions arising solely from the Collateral, (C) the
Collateral Agent (and, to the extent that any collections from Series-Specific
Collateral are subject to the like kind exchange program pursuant to the Master
Exchange Agreement, the Intermediary) shall (x) establish and maintain a
Segregated Collection Account (or, in the case of the Intermediary, Escrow
Accounts) with respect to each Segregated Series of Notes or group of
Segregated Series sharing in the same Series-Specific Collateral, into
which collections on such Series-Specific Collateral will be deposited and (y) hold
its lien encumbering the Collateral for the benefit of the Notes and hold its
lien encumbering the Series-Specific Collateral for the benefit of the
applicable Segregated Series of Notes, (D) the Indenture Noteholders
of any Segregated Series of Notes, subject to the limitations contained in
this Base Indenture and the applicable Series Supplement, will be entitled
to direct the Trustee and the Collateral Agent in writing to exercise the
remedies granted to such Segregated Series of Notes under the Indenture,
the Collateral Agency Agreement and each other Related Document solely on
behalf of such Segregated Series of Notes, (E) separate monthly
reports and other information will be furnished under the Indenture to the
holders of the Segregated Series of Notes for the Series-Specific
Collateral, which monthly reports and other information will contain
substantially the same type of information as the monthly reports provided
under the Indenture to the Noteholders in respect of the Collateral prior to
the issuance of such Segregated Series of Notes, (F) a Segregated Series Lease and, if
applicable, separate collateral agency agreements and/or separate nominee
agreements pertaining to the Series-Specific Collateral have been or will be
entered into by the Issuer and each such document will be executed and
delivered by Hertz, a title nominee, the
Trustee and a collateral agent, as applicable, (G) to the extent
specified in the Series Supplement for such Segregated Series of
Notes, HVF and Hertz, as the case may be, will take such actions as are
necessary to perfect (1) the interest
of the Collateral Agent (or any other collateral agent designated by HVF) in
the Series-Specific Collateral and (2) the Trustee’s interest on
behalf of the Segregated Noteholders of such Segregated Series in the
Series-Specific Collateral, (H) subject to Article XII,
amendments will be made to this Indenture and the other Related Documents, if
necessary, to reflect the foregoing, which amendments will, among other things,
provide for revisions to the terms “Aggregate Asset Amount”, “Collateral”, “Collection
Account”, “Lease”, “Aggregate Asset Amount Deficiency”, “Limited Liquidation
Event of Default”, “Liquidation Event of Default” or “Manufacturer Program”, “Collateral
Agreements”, “Related Documents”, “Requisite Investors”, “Required Noteholders”
and such other terms as may be appropriate to reflect the creation of the
Segregated Series, provided that any such amendment shall not have a material
adverse effect (excluding any impact from the dilution of the percentage
interests in the Collateral or voting percentage of the existing Indenture
Noteholders as a result of such issuance) on the Indenture Noteholders of any Series of
Indenture Notes Outstanding unless the Required Noteholders of such Series of
Indenture Notes shall have given their prior written consent thereto (and, with



 


7

















 


respect to each Series, the Trustee may conclusively rely on an Officer’s
Certificate of HVF as sufficient evidence of such lack of a material adverse
effect), (I) the relative rights and priorities with respect to the
Series-Specific Collateral relating to such Segregated Series of Notes are
adequately defined, (J) for purposes
of the Segregated Series, terms that are defined both in the applicable Series Supplement
and in the Definitions List, shall for purposes of such Series Supplement
and the Base Indenture as it relates to such Segregated Series, have the
meanings assigned to them in such Series Supplement and (K) provisions
with respect to such Segregated Series of Notes will be incorporated which are
substantially similar to those contained in Sections 3.2, 3.3, 3.4
and 3.5 and Articles 4, 5, 5A, 6, 7, 8,
9, 10 (other than 10.6(b)) and 13.


 


Section 2.4.  Execution and Authentication.


 


(a) The Indenture Notes shall, upon issue
pursuant to Section 2.2, be executed on behalf of HVF by an
Authorized Officer and delivered by HVF to the Trustee for authentication and
redelivery as provided herein.  If an
Authorized Officer whose signature is on an Indenture Note no longer holds that
office at the time the Indenture Note is authenticated, the Indenture Note
shall nevertheless be valid.


 


(b) At any time and from time to time
after the execution and delivery of this Indenture, HVF may deliver Indenture
Notes of any particular Series of Indenture Notes executed by HVF to the
Trustee for authentication, together with one or more Company Orders for the
authentication and delivery of such Indenture Notes, and the Trustee, in
accordance with such Company Order and this Indenture, shall authenticate and
deliver such Indenture Notes.


 


(c) No Indenture Note shall be entitled
to any benefit under this Indenture or be valid for any purpose unless there
appears on such Indenture Note a certificate of authentication substantially in
the form provided for herein, duly executed by the Trustee by the manual
signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg
Agent”), if the Indenture Notes of the Series of Indenture Notes to
which such Indenture Note belongs are listed on the Luxembourg Stock
Exchange).  Such signatures on such
certificate shall be conclusive evidence, and the only evidence, that the
Indenture Note has been duly authenticated under this Indenture.  The Trustee may appoint an authenticating
agent acceptable to HVF to authenticate Indenture Notes.  Unless limited by the term of such
appointment, an authenticating agent may authenticate Indenture Notes whenever
the Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  The Trustee’s certificate of
authentication shall be in substantially the following form:


 


This is one of the Indenture Notes(1) of
a Series of Indenture Notes issued under the within mentioned Indenture.


 


	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 






(1) “Indenture
Notes” may be replaced with “Notes” in the Authentication of a Note.


 


8

















 


(d) Each Indenture Note shall be dated
and issued as of the date of its authentication by the Trustee.


 


(e) Notwithstanding the foregoing, if
any Indenture Note shall have been authenticated and delivered hereunder but
never issued and sold by HVF, and HVF shall deliver such Indenture Note to the
Trustee for cancellation as provided in Section 2.14 together with
a written statement (which need not comply with Section 13.3 and
need not be accompanied by an Opinion of Counsel) stating that such Indenture
Note has never been issued and sold by HVF, for all purposes of this Indenture
such Indenture Note shall be deemed never to have been authenticated and
delivered hereunder and shall not be entitled to the benefits of this
Indenture.


 


The Trustee shall have the right to decline
to authenticate and deliver any Indenture Notes under this Section 2.4
if the Trustee, based on the written advice of counsel, determines that such
action may not lawfully be taken.


 


Section 2.5.  Registrar and Paying Agent.


 


(a) HVF shall (i) maintain an
office or agency where Indenture Notes may be presented for registration of
transfer or for exchange (the “Registrar”) and (ii) appoint a
paying agent (which shall satisfy the eligibility criteria set forth in Section 10.8(a))
(“Paying Agent”) at whose office or agency Indenture Notes may be
presented for payment.  The Registrar
shall keep a register of the Indenture Notes and of their transfer and exchange
(the “Note Register”).  HVF may
appoint one or more co-registrars and one or more additional paying
agents.  The term “Paying Agent” includes
any additional paying agent and the term “Registrar” includes any
co-registrars.  HVF may change any Paying
Agent or Registrar without prior notice to any Indenture Noteholder.  HVF shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture.  The Trustee is hereby initially appointed as
the Registrar, Paying Agent and agent for service of notices and demands in
connection with the Indenture Notes.


 


(b) HVF shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture.  Such agency agreement shall implement the
provisions of this Indenture that relate to such Agent.  If HVF fails to maintain a Registrar or
Paying Agent, the Trustee shall act as such, and shall be entitled to
appropriate compensation in accordance with this Indenture until HVF shall
appoint a replacement Registrar or Paying Agent, as applicable.


 


Section 2.6.  Paying Agent to Hold Money in Trust.


 


(a) HVF will cause each Paying Agent
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee (and if the Trustee acts
as Paying Agent, it hereby so agrees), subject to the provisions of this
Section, that such Paying Agent will:


 


(i)         hold all sums held by
it for the payment of amounts due with respect to the Indenture Notes in trust
for the benefit of the Persons entitled thereto until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and pay such sums
to such Persons as herein provided;


 


9














 


(ii)        give the Trustee
notice of any default by HVF of which it has actual knowledge in the making of
any payment required to be made with respect to the Indenture Notes;


 


(iii)       at any time during the
continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent;


 


(iv)       immediately resign as a
Paying Agent and forthwith pay to the Trustee all sums held by it in trust for
the payment of Indenture Notes if at any time it ceases to meet the standards
required to be met by a Trustee hereunder at the time of its appointment; and


 


(v)        comply with all
requirements of the Code with respect to the withholding from any payments made
by it on any Indenture Notes of any applicable withholding taxes imposed
thereon and with respect to any applicable reporting requirements in connection
therewith.


 


(b) HVF may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other
purpose, by Company Order direct any Paying Agent to pay to the Trustee all
sums held in trust by such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which the sums were held by such Paying
Agent; and upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.


 


(c) Subject to applicable laws with
respect to escheat of funds, any money held by the Trustee or any Paying Agent
in trust for the payment of any amount due with respect to any Indenture Note
and remaining unclaimed for two years after such amount has become due and
payable shall be discharged from such trust and be paid to HVF on Company
Request; and the Indenture Noteholder of such Indenture Note shall thereafter,
as an unsecured general creditor, look only to HVF for payment thereof (but
only to the extent of the amounts so paid to HVF), and all liability of the
Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may, at the expense of HVF,
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in New
York City, and in a newspaper customarily published on each Business Day and of
general circulation in London and Luxembourg (if the related Series of
Indenture Notes has been listed on the Luxembourg Stock Exchange), if applicable,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to HVF.  The Trustee may also adopt and
employ, at the expense of HVF, any other reasonable means of notification of
such repayment.


 


Section 2.7.  Noteholder List.


 


The Trustee will furnish or cause to be
furnished by the Registrar to HVF or the Paying Agent, within five Business
Days after receipt by the Trustee of a request therefor from 


 


10

















 


HVF or the Paying Agent,
respectively, in writing, a list in such form as HVF or the Paying Agent may
reasonably require, of the names and addresses of the Indenture Noteholders of
each Series of Indenture Notes as of the most recent Record Date for
payments to such Indenture Noteholders. 
Unless otherwise provided in the applicable Series Supplement,
holders of Indenture Notes of any Series of Indenture Notes having an
aggregate Principal Amount of not less than 10% of the aggregate Principal
Amount of such Series of Indenture Notes (the “Applicants”) may
apply in writing to the Trustee, and if such application states that the
Applicants desire to communicate with other Indenture Noteholders of any Series of
Indenture Notes with respect to their rights under this Indenture or under the
Indenture Notes and is accompanied by a copy of the communication which such
Applicants propose to transmit, then the Trustee, after having been adequately
indemnified by such Applicants for its costs and expenses, shall afford or
shall cause the Registrar to afford such Applicants access during normal
business hours to the most recent list of Indenture Noteholders held by the
Trustee and shall give HVF notice that such request has been made, within five
Business Days after the receipt of such application.  Such list shall be as of a date no more than
45 days prior to the date of receipt of such Applicants’ request.  Every Indenture Noteholder, by receiving and
holding an Indenture Note, agrees with the Trustee that neither the Trustee,
the Registrar, nor any of their respective agents shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Indenture Noteholders hereunder, regardless of the source from which
such information was obtained.


 


The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Indenture Noteholders of each Series of Indenture
Notes.  If the Trustee is not the
Registrar, HVF shall furnish to the Trustee at least seven Business Days before
each Payment Date and at such other time as the Trustee may request in writing,
a list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of Indenture Noteholders of each Series of
Indenture Notes.


 


Section 2.8.  Transfer and Exchange.


 


(a) Upon surrender for registration of
transfer of any Indenture Note at the office or agency of the Registrar, if the
requirements of Section 2.8(f) and Section 8-401(a) of
the UCC are met, HVF shall execute and after HVF has executed, the Trustee
shall authenticate and deliver to the Indenture Noteholder, in the name of the
designated transferee or transferees, one or more new Indenture Notes, in any
authorized denominations, of the same Class and a like Initial Principal
Amount.  At the option of any Indenture
Noteholder, Indenture Notes may be exchanged for other Indenture Notes of the
same Series of Indenture Notes and Class in authorized denominations
of like Initial Principal Amount, upon surrender of the Indenture Notes to be
exchanged at any office or agency of the Registrar maintained for such
purpose.  Whenever Indenture Notes of any
Series of Indenture Notes are so surrendered for exchange, if the
requirements of Section 8-401(a) of the UCC are met, HVF shall
execute and after HVF has executed, the Trustee shall authenticate and deliver
to the Indenture Noteholder, the Indenture Notes which the Indenture Noteholder
making the exchange is entitled to receive.


 


(b) Every Indenture Note presented or
surrendered for registration of transfer or exchange shall be (i) duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Indenture Noteholder thereof
or such 


 


11

















 


Indenture Noteholder’s attorney duly authorized in writing, with a
medallion signature guarantee, and (ii) accompanied by such other
documents as the Trustee may require. 
HVF shall execute and deliver to the Trustee or the Registrar, as
applicable, Indenture Notes in such amounts and at such times as are necessary
to enable the Trustee to fulfill its responsibilities under this Indenture and
the Indenture Notes.


 


(c) All Indenture Notes issued upon any
registration of transfer or exchange of the Indenture Notes shall be the valid
obligations of HVF, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the related Indenture Notes surrendered upon such
registration of transfer or exchange.


 


(d) The preceding provisions of this Section 2.8
notwithstanding, the Trustee or the Registrar, as the case may be, shall not be
required to register the transfer or exchange of any Indenture Note of any Series of
Indenture Notes for a period of 15 days preceding the due date for payment in
full of the Indenture Notes of such Series of Indenture Notes.


 


(e) Unless otherwise provided in the
applicable Series Supplement, no service charge shall be payable for any
registration of transfer or exchange of Indenture Notes, but HVF or the
Registrar may require payment by the Indenture Noteholder of a sum sufficient
to cover any tax or governmental charge that may be imposed in connection with
any transfer or exchange of Indenture Notes.


 


(f) Unless otherwise provided in the
applicable Series Supplement, registration of transfer of Indenture Notes
containing a legend relating to the restrictions on transfer of such Indenture
Notes (which legend shall be set forth in the applicable Series Supplement)
shall be effected only if the conditions set forth in such applicable Series Supplement
are satisfied.  Notwithstanding any other
provision of this Section 2.8 and except as otherwise provided in Section 2.13,
the typewritten Indenture Note or Indenture Notes representing Book-Entry Notes
for any Series of Indenture Notes may be transferred, in whole but not in
part, only to another nominee of the Clearing Agency for such Series of
Indenture Notes, or to a successor Clearing Agency for such Series of
Indenture Notes selected or approved by HVF or to a nominee of such successor
Clearing Agency, only if in accordance with this Section 2.8 and Section 2.12.


 


(g) If the Indenture Notes are listed on
the Luxembourg Stock Exchange, the Trustee or the Luxembourg Agent, as the case
may be, shall send to HVF upon any transfer or exchange of any Indenture Note
information reflected in the copy of the register for the Indenture Notes
maintained by the Registrar or the Luxembourg Agent, as the case may be.


 


Section 2.9.  Persons Deemed Owners.


 


Prior to due presentment for registration of
transfer of any Indenture Note, the Trustee, any Agent and HVF may deem and
treat the Person in whose name any Indenture Note is registered (as of the day
of determination) as the absolute owner of such Indenture Note for the purpose
of receiving payment of principal of and interest on such Indenture Note and
for all other purposes whatsoever, whether or not such Indenture Note is
overdue, and neither the Trustee, any Agent nor HVF shall be affected by notice
to the contrary.


 


12

















 


Section 2.10.  Replacement Notes.


 


(a) If (i) any mutilated Indenture
Note is surrendered to the Trustee, or the Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Indenture Note, and (ii) there
is delivered to the Trustee such security or indemnity as may be required by it
to hold HVF and the Trustee harmless then, provided that the requirements of Section 8-405
of the UCC are met, HVF shall execute and upon its request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Indenture Note, a replacement Indenture Note; provided,
however, that if any such destroyed, lost or stolen Indenture Note, but
not a mutilated Indenture Note, shall have become or within seven days shall be
due and payable, instead of issuing a replacement Indenture Note, HVF may pay
such destroyed, lost or stolen Indenture Note when so due or payable without
surrender thereof.  If, after the
delivery of such replacement Indenture Note or payment of a destroyed, lost or
stolen Indenture Note pursuant to the proviso to the preceding sentence, a
protected purchaser (within the meaning of Section 8-303 of the UCC) of
the original Indenture Note in lieu of which such replacement Indenture Note
was issued presents for payment such original Indenture Note, HVF and the
Trustee shall be entitled to recover such replacement Indenture Note (or such
payment) from the Person to whom it was delivered or any Person taking such
replacement Indenture Note from such Person to whom such replacement Indenture
Note was delivered or any assignee of such Person, except a protected
purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
HVF or the Trustee in connection therewith.


 


(b) Upon the issuance of any replacement
Indenture Note under this Section 2.10, HVF may require the payment
by the Indenture Noteholder of such Indenture Note of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other reasonable expenses (including the fees and expenses of the
Trustee) connected therewith.


 


(c) Every replacement Indenture Note
issued pursuant to this Section 2.10 in replacement of any
mutilated, destroyed, lost or stolen Indenture Note shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Indenture Notes of the same Class and Series of Indenture Notes
duly issued hereunder.


 


(d) The provisions of this Section 2.10
are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Indenture Notes.


 


Section 2.11.  Treasury Notes.


 


In determining whether the Indenture
Noteholders of the required Principal Amount of Indenture Notes have concurred
in any direction, waiver or consent, Indenture Notes owned by HVF or any
Affiliate of HVF (other than an Affiliate Issuer) shall be considered as though
they are not Outstanding, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, waiver or
consent, only Indenture Notes of which a Trust Officer has received written
notice of such ownership shall be so disregarded.  


 


13

















 


Absent written notice to the
Trustee of such ownership, the Trustee shall not be deemed to have knowledge of
the identity of the individual owners of the Indenture Notes.


 


Section 2.12.  Book-Entry Notes.


 


(a) Unless otherwise provided in any
applicable Series Supplement, the Indenture Notes of each Series of
Indenture Notes, upon original issuance, shall be issued in the form of
typewritten Indenture Notes representing the Book-Entry Notes, to be delivered
to the depository specified in such Series Supplement (the “Depository”)
which shall be the Clearing Agency on behalf of such Series of Indenture
Notes.  The Indenture Notes of each Series of
Indenture Notes shall, unless otherwise provided in the applicable Series Supplement,
initially be registered on the Note Register in the name of the Clearing Agency
or the nominee of the Clearing Agency. 
No Note Owner will receive a definitive note representing such Note
Owner’s interest in the related Series of Indenture Notes, except as
provided in Section 2.13. 
Unless and until definitive, fully registered Indenture Notes of any Series of
Indenture Notes (“Definitive Notes”) have been issued to Note Owners
pursuant to Section 2.13:


 


(i)         the provisions of this
Section 2.12 shall be in full force and effect with respect to each
such Series of Indenture Notes;


 


(ii)        HVF, the Paying Agent,
the Registrar and the Trustee may deal with the Clearing Agency and the
applicable Clearing Agency Participants for all purposes (including the payment
of principal of and interest on the Indenture Notes and the giving of
instructions or directions hereunder) as the sole Indenture Noteholder of the
Indenture Notes, and shall have no obligation to the Note Owners;


 


(iii)       to the extent that the
provisions of this Section 2.12 conflict with any other provisions
of this Indenture, the provisions of this Section 2.12 shall
control with respect to each such Series of Indenture Notes;


 


(iv)       the rights of Note
Owners of each such Series of Indenture Notes shall be exercised only
through the Clearing Agency and the applicable Clearing Agency Participants and
shall be limited to those established by law and agreements between such Note
Owners and the Clearing Agency and/or the Clearing Agency Participants, and all
references in this Indenture to actions by the Indenture Noteholders shall
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Indenture to
distributions, notices, reports and statements to the Indenture Noteholders
shall refer to distributions, notices, reports and statements to the Clearing
Agency, as registered holder of the Indenture Notes of such Series of
Indenture Notes for distribution to the Note Owners in accordance with the
procedures of the Clearing Agency; and


 


(v)        whenever this Indenture
requires or permits actions to be taken based upon instructions or directions
of Indenture Noteholders evidencing a specified percentage of the principal
amount of the Outstanding Indenture Notes, the applicable Clearing Agency shall
be deemed to represent such percentage only to the extent that it has received
instructions to such effect from Note Owners and/or their related Clearing 


 


14

















 


Agency Participants owning
or representing, respectively, such required percentage of the beneficial
interest in the Outstanding Indenture Notes and has delivered such instructions
to the Trustee.


 


Pursuant to the Depository Agreement
applicable to a Series of Indenture Notes, unless and until Definitive
Notes of such Series of Indenture Notes are issued pursuant to Section 2.13,
the initial Clearing Agency will make book-entry transfers among the Clearing
Agency Participants and receive and transmit distributions of principal and
interest on the Indenture Notes to such Clearing Agency Participants.


 


(b) Whenever notice or other
communication to the Indenture Noteholders is required under this Indenture,
unless and until Definitive Notes shall have been issued to Note Owners
pursuant to Section 2.13, the Trustee and HVF shall give all such
notices and communications specified herein to be given to Indenture
Noteholders to the applicable Clearing Agency for distribution to the Note
Owners.


 


Section 2.13.  Definitive Notes.


 


(a) The Indenture Notes of any Series of
Indenture Notes, to the extent provided in the related Series Supplement,
upon original issuance, may be issued in the form of Definitive Notes.  The applicable Series Supplement shall
set forth the legend relating to the restrictions on transfer of such
Definitive Notes and such other restrictions as may be applicable.


 


(b) With respect to the Indenture Notes
of any Series of Indenture Notes issued in the form of typewritten
Indenture Notes representing the Book-Entry Notes, if (i) (A) HVF
advises the Trustee in writing that the Clearing Agency with respect to any Series
of Indenture Notes is no longer willing or able to discharge properly its responsibilities
under the applicable Depository Agreement and (B) the Trustee or HVF is
unable to locate a qualified successor, (ii) HVF, at its option, advises
the Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency with respect to any Series of Indenture Notes
Outstanding or (iii) after the occurrence of an Amortization Event with respect
to any Series of Indenture Notes Outstanding, Note Owners holding a
beneficial interest in excess of 50% of the aggregate Principal Amount of such Series of
Indenture Notes advise the Trustee and the applicable Clearing Agency through
the applicable Clearing Agency Participants in writing that the continuation of
a book-entry system through the applicable Clearing Agency is no longer in the
best interests of such Note Owners, the Trustee shall notify all Note Owners of
such Series of Indenture Notes, through the applicable Clearing Agency
Participants, of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners of such Series of Indenture Notes.  Upon surrender to the Trustee of the
Indenture Notes of such Series of Indenture Notes by the applicable
Clearing Agency, accompanied by registration instructions from the applicable
Clearing Agency for registration, HVF shall execute and the Trustee shall
authenticate, upon receipt of a Company Order, and deliver the Definitive Notes
in accordance with the instructions of the Clearing Agency.  Neither HVF nor the Trustee shall be liable
for any delay in delivery of such instructions and may each conclusively rely
on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes of such
Series of Indenture Notes all references herein to obligations imposed
upon or to be performed by the applicable Clearing Agency shall be deemed to be
imposed upon and performed by the Trustee, to the extent 


 


15

















 


applicable with respect to such Definitive Notes, and the Trustee shall
recognize the Indenture Noteholders of the Definitive Notes of such Series of
Indenture Notes as Indenture Noteholders of such Series of Indenture Notes
hereunder.


 


Section 2.14.  Cancellation.


 


HVF may at any time deliver to the Trustee
for cancellation any Indenture Notes previously authenticated and delivered
hereunder which HVF may have acquired in any manner whatsoever, and all
Indenture Notes so delivered shall be promptly cancelled by the Trustee.  The Registrar and Paying Agent shall forward
to the Trustee any Indenture Notes surrendered to them for registration of
transfer, exchange or payment.  The
Trustee shall cancel all Indenture Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and the principal of
and all accrued interest on all such cancelled Indenture Notes shall be deemed
to have been paid in full (and such payment of principal and interest shall be
deemed to have been made to the relevant Indenture Noteholders) and such
cancelled Indenture Notes shall be deemed no longer to be outstanding for all
purposes hereunder.  HVF may not issue
new Indenture Notes to replace Indenture Notes that it has redeemed or paid or
that have been delivered to the Trustee for cancellation.  All cancelled Indenture Notes held by the
Trustee shall be disposed of in accordance with the Trustee’s standard
disposition procedures unless HVF shall direct that cancelled Indenture Notes
be returned to it pursuant to a Company Order.


 


Section 2.15.  Principal and Interest.


 


(a) The principal of each Series of
Indenture Notes shall be payable at the times and in the amount set forth in
the applicable Series Supplement and in accordance with Section 6.1.


 


(b) Each Series of Indenture Notes
shall accrue interest as provided in the applicable Series Supplement and
such interest shall be payable on each Payment Date for such Series of
Indenture Notes in accordance with Section 6.1 and the applicable Series Supplement.


 


(c) Except as provided in the following
sentence, the Person in whose name any Indenture Note is registered at the
close of business on any Record Date with respect to a Payment Date for such
Indenture Note shall be entitled to receive the principal and interest payable
on such Payment Date notwithstanding the cancellation of such Indenture Note
upon any registration of transfer, exchange or substitution of such Indenture
Note subsequent to such Record Date.  Any
interest payable at maturity shall be paid to the Person to whom the principal of
such Indenture Note is payable.


 


(d) If HVF defaults in the payment of
interest on the Indenture Notes of any Series of Indenture Notes, such
interest, to the extent paid on any date that is more than five (5) Business
Days after the applicable due date, at the option of HVF, shall cease to be
payable to the Persons who were Indenture Noteholders of such Series of
Indenture Notes on the applicable Record Date and HVF shall pay the defaulted
interest in any lawful manner, plus, to the extent lawful, interest payable on
the defaulted interest, to the Persons who are Indenture Noteholders of such Series of
Indenture Notes on a subsequent special record date which date shall be at
least five (5) Business Days prior to the payment date, at the rate
provided in this Indenture and in the 


 


16

















 


Indenture Notes of such Series of Indenture Notes.  HVF shall fix or cause to be fixed each such
special record date and payment date, and at least 15 days before the special
record date, HVF (or the Trustee, in the name of and at the expense of HVF)
shall mail to Indenture Noteholders of such Series of Indenture Notes a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.


 


Section 2.16.  Tax Treatment.


 


HVF has structured this Indenture and the
Indenture Notes have been (or will be) issued with the intention that the
Indenture Notes will qualify under applicable tax law as indebtedness and any
entity acquiring any direct or indirect interest in any Indenture Note by
acceptance of its Indenture Notes (or, in the case of a Note Owner, by virtue
of such Note Owner’s acquisition of a beneficial interest therein) agrees to
treat the Indenture Notes (or beneficial interests therein) for purposes of
Federal, state and local and income or franchise taxes and any other tax
imposed on or measured by income, as indebtedness.


 


ARTICLE III  SECURITY


 


Section 3.1.  Grant of Security Interest.


 


(a) To secure the Note Obligations, HVF
hereby pledges, assigns, conveys, delivers, transfers and sets over to the
Trustee, for the benefit of the Noteholders, and hereby grants to the Trustee,
for the benefit of such Noteholders, a security interest in, all of the
following property now owned or at any time hereafter acquired by HVF or in
which HVF now has or at any time in the future may acquire any right, title or
interest (collectively, the “Indenture Collateral”):


 


(i)         the Collateral
Agreements as and to the extent they relate to the HVF Vehicle Collateral or
the Note Obligations, including, without limitation, all monies relating to
such HVF Vehicle Collateral or the Note Obligations due and to become due to
HVF under or in connection with the Collateral Agreements, whether payable as
Rent, fees, expenses, costs, indemnities, insurance recoveries, damages for the
breach of any of the Collateral Agreements or otherwise, all security for
amounts so payable thereunder and all rights, remedies, powers, privileges and
claims of HVF against any other party under or with respect to the Collateral
Agreements (whether arising pursuant to the terms of such Collateral Agreements
or otherwise available to HVF at law or in equity) as and to the extent such
rights, remedies, powers, privileges and claims relate to the HVF Vehicle
Collateral or the Note Obligations, the right to enforce any of the Collateral
Agreements to the extent they relate to the HVF Vehicle Collateral or the Note
Obligations and to give or withhold any and all consents, requests, notices,
directions, approvals, extensions or waivers under or with respect to the
Collateral Agreements or the obligations of any party thereunder, in each case
as and to the extent such consents, requests, notices, directions, approvals,
extensions or waivers relate to the HVF Vehicle Collateral or the Note
Obligations;


 


(ii)        the Collection Account
and each HVF Exchange Account, all monies on deposit from time to time in the
Collection Account and each HVF Exchange 


 


17

















 


Account and all proceeds
thereof; provided, however, that in the case of any funds held in the
accounts maintained pursuant to the Escrow Agreement that constitute
Relinquished Property Proceeds, such funds shall not constitute HVF Vehicle
Collateral unless such funds are or become Additional Subsidies;


 


(iii)       each Series Account
(other than any Series Account established pursuant to a Segregated Series of
Notes), all monies on deposit from time to time in such Series Account and
all proceeds thereof;


 


(iv)       all Investment Property
(other than Investment Property relating solely to the HVF Segregated Vehicle
Collateral);


 


(v)        all additional property
(other than property relating solely to HVF Segregated Vehicle Collateral) that
may from time to time hereafter (pursuant to the terms of any Series Supplement
or otherwise) be subjected to the grant and pledge hereof by HVF or by anyone
on its behalf; and


 


(vi)       to the extent not
otherwise included, all Proceeds and products of any and all of the foregoing
and all collateral security and guarantees given by any Person with respect to
any of the foregoing.


 


(b) To secure the Note Obligations, HVF
hereby confirms the grant, pledge, hypothecation, assignment, conveyance,
delivery and transfer to the Collateral Agent under the Collateral Agency
Agreement for the benefit of the Trustee, on behalf of the Noteholders, of a
continuing first priority perfected Lien on all right, title and interest of
HVF in, to and under the HVF Vehicle Collateral.


 


(c) The foregoing grant is made in trust
to secure the Note Obligations and to secure compliance with the provisions of
this Indenture and any Series Supplement (other than any Segregated Series Supplement),
all as provided in this Indenture.  The
Trustee, as trustee on behalf of the Noteholders, acknowledges such grant,
accepts the trusts under this Indenture in accordance with the provisions of
this Indenture and subject to Section 10.1 and 10.2, agrees
to perform its duties required in this Indenture.  The Collateral shall secure the Notes equally
and ratably without prejudice, priority or distinction (except, with respect to
any Series of Notes, as otherwise stated in the applicable Series Supplement).


 


(d) For all purposes hereunder and for
the avoidance of doubt, the Collateral 
will be held by the Trustee solely for the benefit of the Noteholders,
and no Segregated Series Noteholder will have any right, title or interest
in, to or under the Collateral.  The
Issuer may identify and pledge to the Trustee additional pools of
Series-Specific Collateral to secure a Segregated Series of Notes, as
specified in the related Segregated Series Supplement.  For all purposes hereunder and for the
avoidance of doubt, any Series-Specific Collateral pledged to the Trustee for
the benefit of a Segregated Series of Notes will be held by the Trustee
solely for the benefit of the Segregated Noteholders for such Segregated Series of
Notes and no other Indenture Noteholders shall have any right, title or
interest in, to or under such Series-Specific Collateral unless specifically
provided in the Series Supplement for such Segregated Series of
Notes.  For the avoidance of doubt, if it
is determined that the Segregated Noteholders of a 


 


18

















 


Segregated Series of Notes have any right, title or interest in,
to or under the Collateral or Series-Specific Collateral other than the
Series-Specific Collateral securing such Segregated Series of Notes, then
such Segregated Noteholders agree that their right, title and interest in, to
or under the Collateral or such Series-Specific Collateral not securing such
Segregated Noteholder’s Segregated Series of Notes shall be subordinate in
all respects to the claims or rights of the Noteholders with respect to such
Collateral or the Segregated Noteholders with respect to such Series-Specific
Collateral, as the case may be. 
Similarly, if it is determined that any Noteholders have any right,
title or interest in, to or under any Series-Specific Collateral, then such Noteholders
agree that their right, title and interest in, to or under such Series-Specific
Collateral shall be subordinate in all respects to the claims or rights of the
Segregated Noteholders with respect to the Segregated Series of Notes
entitled to the benefit of such Series-Specific Collateral.  This Base Indenture shall constitute a
subordination agreement for purposes of Section 510(a) of the
Bankruptcy Code.


 


Section 3.2.  Certain Rights and Obligations of HVF
Unaffected.


 


(a) Notwithstanding the assignment and
security interest so granted to the Trustee on behalf of the Noteholders, HVF
shall nevertheless be permitted, subject to the Trustee’s right to revoke such
permission with respect to the Collateral in the event of an Amortization Event
with respect to any Series of Notes Outstanding and subject to the
provisions of Section 3.3, to give all consents, requests, notices,
directions, approvals, extensions or waivers, if any, which are required to be
given in the normal course of business (which does not include waivers of
default under any of the Collateral Agreements or any of the Manufacturer
Programs).


 


(b) The assignment of the Collateral to
the Trustee on behalf of the Noteholders shall not (i) relieve HVF from
the performance of any term, covenant, condition or agreement on HVF’s part to
be performed or observed under or in connection with any of the Collateral
Agreements or any of the Manufacturer Programs or (ii) impose any
obligation on the Trustee or any such Noteholders to perform or observe any
such term, covenant, condition or agreement on HVF’s part to be so performed or
observed or impose any liability on the Trustee or any of the Noteholders for
any act or omission on the part of HVF or from any breach of any representation
or warranty on the part of HVF.


 


(c) HVF hereby agrees to indemnify and
hold harmless the Trustee (including its directors, officers, employees and
agents) from and against any and all losses, liabilities (including liabilities
for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket
costs and expenses arising out of or resulting from the assignment granted
hereby or by the Collateral Agency Agreement or any Assignment Agreement,
whether arising by virtue of any act or omission on the part of HVF or
otherwise, including, without limitation, the reasonable out-of-pocket costs,
expenses, and disbursements (including reasonable attorneys’ fees and expenses)
incurred by the Trustee in enforcing this Indenture or preserving any of its
rights to, or realizing upon, any of the Collateral; provided, however,
the foregoing indemnification shall not extend to any action by the Trustee
which constitutes gross negligence or willful misconduct by the Trustee or any
other indemnified person hereunder.  The
indemnification provided for in this Section 3.2 shall survive the
removal of, or a resignation by, such Person as Trustee as well as the
termination of this Indenture, any Series Supplement, the Collateral
Agency Agreement or any Assignment Agreement.


 


19














 


Section 3.3.  Performance of Collateral Agreements.


 


Upon the occurrence of a default or breach by
any Person party to a Collateral Agreement (other than any Collateral Agreement
relating solely to a Segregated Series) or a Manufacturer Program, promptly following
a request from the Trustee or the Collateral Agent to do so and at HVF’s
expense, HVF agrees to take all such lawful action as permitted under this
Indenture as the Trustee or the Collateral Agent may request to compel or
secure the performance and observance by: (i) the Hertz Nominee, the HFC
Nominee, Hertz Vehicles LLC, HGI, the Administrator, the Servicer, the Lessee,
the Intermediary or the Escrow Agent or any other party to any of the
Collateral Agreements of its obligations to HVF, solely to the extent that such
obligations relate to or otherwise affect the Collateral or the Note
Obligations, and (ii) a Manufacturer under a Manufacturer Program of its
obligations to HVF, solely to the extent that such obligations relate to or
otherwise affect the Collateral, including, without limitation, any obligations
of such Manufacturer to HGI or Hertz, as applicable, that have been assigned to
HVF and constitute a part of the Collateral, in each case in accordance with
the applicable terms thereof, and to exercise any and all rights, remedies,
powers and privileges relating to the Collateral as are lawfully available to
HVF to the extent and in the manner directed by the Trustee or the Collateral
Agent, as applicable, including, without limitation, the transmission of
notices of default and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Hertz Nominee, the HFC
Nominee, Hertz Vehicles LLC, HGI, the Administrator, the Servicer, the Lessee,
the Intermediary or the Escrow Agent (or such other party to any of the
Collateral Agreements) or by a Manufacturer under a Manufacturer Program, of
their respective obligations thereunder. 
If (i) HVF shall have failed, within 30 days of receiving such
direction of the Trustee or the Collateral Agent, as applicable, to take
commercially reasonable action to accomplish such directions of the Trustee or
the Collateral Agent, as applicable, (ii) HVF refuses to take any such
action or (iii) the Trustee or the Collateral Agent, as applicable,
reasonably determines that such action must be taken immediately, in any such
case the Trustee or the Collateral Agent, as applicable, may, but shall not be
obligated to, take, at the expense of HVF, such previously directed action and
any related action permitted under this Indenture, provided such action relates
to the Collateral or the Note Obligations, which the Trustee or the Collateral
Agent, as applicable, thereafter determines is appropriate (without the need
under this provision or any other provision under this Indenture to direct HVF
to take such action), on behalf of HVF and the Noteholders.


 


Section 3.4.  Release of Indenture Collateral.


 


(a) The Trustee shall, when required by
the provisions of this Indenture, execute instruments to release property from
the lien of this Indenture, or convey the Trustee’s interest in the same, in a
manner and under circumstances that are not inconsistent with the provisions of
this Indenture.  No party relying upon an
instrument executed by the Trustee as provided in this Section 3.4
shall be bound to ascertain the Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.


 


(b) In accordance with the Collateral
Agency Agreement, from and after the earliest of (i) in the case of a
Program Vehicle subject to a Repurchase Program, the Turnback Date for such
Program Vehicle, (ii) in the case of a Program Vehicle subject to a
Guaranteed Depreciation Program, the date of sale of such Program Vehicle by an
auction dealer to a third 


 


20

















 


party, (iii) in the case of a Non-Program Vehicle, the date of the
deposit of the Disposition Proceeds of such Non-Program Vehicle by or on behalf
of HVF into the Collection Account or an HVF Exchange Account, (iv) in the
case of a Transferred HVF Vehicle, the date the related Transfer Payment is
deposited into the Collection Account or an HVF Exchange Account, (v) in
the case of a Casualty, the date the related Casualty Payment is deposited into
the Collection Account and (vi) in the case of a Rejected Vehicle that was
a New HVF Vehicle at the time of rejection, the date the related Rejected
Vehicle Payment is deposited into the Collection Account, such HVF Vehicle and
the related Certificate of Title shall automatically be released from the lien
of the Collateral Agency Agreement.  Any
Lien of the Trustee on the HVF Vehicles shall automatically be deemed to be
released concurrently with any release of the Lien of the Collateral Agent as
provided in the Collateral Agency Agreement.


 


(c) The Trustee shall, at such time as
there is no Note Outstanding, release any remaining portion of the Collateral
from the lien of this Indenture and release to HVF any funds then on deposit in
the Collection Account and any Series Accounts (other than any Series Accounts
relating solely to any Segregated Series of Notes).  The Trustee shall release property from the
lien of this Indenture pursuant to this Section 3.4(c) only
upon receipt of a Company Order accompanied by an Officer’s Certificate and an
Opinion of Counsel meeting the applicable requirements of Section 13.3.


 


Section 3.5.  Opinions of Counsel.


 


The Trustee shall receive at least seven days’
notice when requested by HVF to take any action pursuant to Section 3.4(a),
accompanied by copies of any instruments involved, and the Trustee may also
require as a condition of such action, an Opinion of Counsel, in form and
substance reasonably satisfactory to the Trustee, stating the legal effect of
any such action, outlining the steps required to complete the same, and
concluding that all such action will not materially and adversely impair the
security for the Indenture Notes or the rights of the Indenture Noteholders; provided,
however that such Opinion of Counsel shall not be required to express an
opinion as to the fair value of the Indenture Collateral.  Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any certificate
or other instrument delivered to the Trustee in connection with any such
action.  For the avoidance of doubt, any
action pursuant to Section 3.4(a) relating to the release of
Series-Specific Collateral relating to a particular Segregated Series from
the lien of this Indenture or the conveyance by the Trustee of its security
interest in the same shall be deemed not to materially and adversely impair the
security for any Notes or the rights of the Noteholders and shall be deemed not
to materially and adversely impair the security for any other Segregated Series of
Notes or the rights of the Segregated Noteholders of such other Segregated Series of
Notes.  For the avoidance of doubt, any
action pursuant to Section 3.4(a) relating to the release of
Collateral or the conveyance by the Trustee of its security interest in the
same shall be deemed not to materially and adversely impair the security for
any Segregated Notes or the rights of the Segregated Noteholders.


 


Section 3.6.  Stamp, Other Similar Taxes and Filing
Fees.


 


HVF shall indemnify and hold harmless the
Trustee, the Collateral Agent and each Indenture Noteholder from any present or
future claim for liability for any stamp or other similar tax and any penalties
or interest with respect thereto, that may be assessed, levied or 


 


21

















 


collected by any
jurisdiction in connection with this Indenture (to the extent relating to such
Indenture Notes, any Collateral or any Series-Specific Collateral).  HVF shall pay any and all amounts in respect
of, all search, filing, recording and registration fees, taxes, excise taxes
and other similar imposts that may be payable or determined to be payable in
respect of the execution, delivery, performance and/or enforcement of this
Indenture.


 


ARTICLE IV   REPORTS


 


Section 4.1.  Reports and Instructions to Trustee.


 


(a) Daily Collection
Reports.  On each Business Day
commencing on the Initial Closing Date, HVF shall prepare and maintain, or
cause to be prepared and maintained, a record (each, a “Daily Collection
Report”) setting forth the aggregate of the amounts deposited in the
Collection Account and the amounts relating to HVF Vehicles deposited in the
HVF Exchange Account on the immediately preceding Business Day, which shall
consist of: (A) the aggregate amount of payments received from
Manufacturers and/or auction dealers under Manufacturer Programs related to
Program Vehicles and in each case deposited in the Collection Account or an HVF
Exchange Account, plus (B) the aggregate amount of proceeds received from
third parties (other than Manufacturers and auction dealers) with respect to
the sale of HVF Vehicles and in each case deposited in the Collection Account
or an HVF Exchange Account, plus (C) the aggregate amount of other
Collections deposited in the Collection Account or an HVF Exchange
Account.  HVF shall deliver a copy of the
Daily Collection Report for each Business Day to the Trustee.


 


(b) Reports and Certificates.  Promptly following delivery to HVF, HVF shall
forward to the Trustee copies of all reports, certificates, information or
other materials delivered to HVF pursuant to the HVF Lease.


 


(c) Monthly Servicing Certificate.  On or before the fourth Business Day prior to
each Payment Date (unless otherwise agreed by the Trustee), HVF shall furnish
to the Trustee and the Paying Agent a certificate substantially in the form of Exhibit A
(each a “Monthly Servicing Certificate”).


 


(d) Monthly Noteholders’ Statement.  On or before the fourth Business Day prior to
each Payment Date (unless otherwise agreed by the Trustee), HVF shall furnish
to the Trustee a Monthly Noteholders’ Statement with respect to each Series of
Indenture Notes substantially in the form provided in the applicable Series Supplement.


 


(e) Monthly Collateral Certificate.  On or before each Payment Date, HVF shall
furnish to the Trustee and the Collateral Agent an Officer’s Certificate of HVF
to the effect that, except as stated therein, (i) the HVF Vehicles and all
other Collateral is free and clear of all Liens, other than Permitted Liens,
and (ii) the aggregate amount of all vicarious liability claims
outstanding against HVF as of the immediately preceding Determination Date is
less than $5 million.  If the aggregate
amount of vicarious liability claims outstanding against HVF exceeds $5
million, the Officer’s Certificate delivered pursuant to this Section 4.1(e) shall
also contain a schedule describing all of the vicarious liability claims then
outstanding against HVF.


 


22

















 


(f) Quarterly Compliance Certificates.  On the Payment Date in each of March, June, September and
December, commencing in December 2002, HVF shall deliver to the Trustee an
Officer’s Certificate of HVF to the effect that, except as provided in a notice
delivered pursuant to Section 8.8, no Amortization Event or
Potential Amortization Event with respect to any Series of Notes
Outstanding has occurred or is continuing and no Operating Lease Event of
Default or Potential Operating Lease Event of Default has occurred or is
continuing.


 


(g) Non-Program Vehicle Report.  On the Payment Date in May of each year,
commencing in May 2003, HVF shall cause a nationally recognized firm of
independent certified public accountants to furnish a report to the Trustee and
the Rating Agencies to the effect that they have performed certain agreed upon
procedures with respect to the calculations of (i) the Disposition
Proceeds received by HVF from the sale or other disposition of all Non-Program
Vehicles (other than Casualties) sold or otherwise disposed of during the
Related Month, (ii) the respective Net Book Values of such Non-Program
Vehicles and (iii) the Market Values of such Non-Program Vehicles on the
date of such sale or other disposition.


 


(h) Verification of Title.  On or prior to May 30 of each year,
commencing May 30, 2003, HVF shall cause a nationally recognized firm of
independent certified public accountants to furnish a report to the Trustee and
the Rating Agencies to the effect that they have performed certain agreed upon
procedures on a statistical sample of the Certificates of Title of the HVF
Vehicles designed to provide a ninety-five percent (95%) confidence level
confirming that the HVF Vehicles are titled in the name of Hertz Vehicles LLC
and the Certificates of Title show a first lien in the name of the Collateral
Agent, except for such exceptions as shall be set forth in such report (which
exceptions may include the existence of the Initial Hertz Vehicles and the
Service Vehicles).


 


(i) Additional Information.  From time to time such additional information
regarding the financial position, results of operations or business of Hertz,
Hertz Vehicles LLC, HGI or HVF as the Trustee may reasonably request to the
extent that such information is available to HVF pursuant to the Related
Documents (other than Related Documents related solely to a Segregated Series of
Notes).


 


(j) Instructions as to Withdrawals
and Payments.  HVF will furnish, or
cause to be furnished, to the Trustee or the Paying Agent, as applicable,
written instructions to make withdrawals and payments from the Collection
Account, any HVF Exchange Account and any other accounts specified in a Series Supplement
and to make drawings under any Enhancement, as contemplated herein and in any Series Supplement.  The Trustee and the Paying Agent shall
promptly follow any such written instructions.


 


Section 4.2.  Reports to Noteholders.


 


(a) On each Payment Date, the Paying
Agent shall forward to each Indenture Noteholder of record as of the
immediately preceding Record Date of each Series of Indenture Notes
Outstanding the Monthly Noteholders’ Statement with respect to such Series of
Indenture Notes, with a copy to the Rating Agencies and any Enhancement
Provider with respect to such Series of Indenture Notes.


 


23

















 


(b) Annual Noteholders’ Tax Statement.  Unless otherwise specified in the applicable Series Supplement,
on or before January 31 of each calendar year, beginning with calendar year
2003, the Paying Agent shall furnish to each Person who at any time during the
preceding calendar year was an Indenture Noteholder a statement prepared by HVF
containing the information which is required to be contained in the Monthly
Noteholders’ Statements with respect to such Series of Indenture Notes
aggregated for such calendar year or the applicable portion thereof during
which such Person was an Indenture Noteholder, together with such other
customary information (consistent with the treatment of the Indenture Notes as
debt) as HVF deems necessary or desirable to enable the Indenture Noteholders
to prepare their tax returns (each such statement, an “Annual Noteholders’
Tax Statement”).  Such obligations of
HVF to prepare and the Paying Agent to distribute the Annual Noteholders’ Tax
Statement shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Paying Agent
pursuant to any requirements of the Code as from time to time in effect.


 


Section 4.3.  Rule 144A Information.


 


For so long as any of the Indenture Notes are
“restricted securities” within the meaning of Rule 144(a)(3) under
the Securities Act, HVF agrees to provide to any Indenture Noteholder or Note
Owner and to any prospective purchaser of Indenture Notes designated by such
Indenture Noteholder or Note Owner upon the request of such Indenture
Noteholder or Note Owner or prospective purchaser, any information required to
be provided to such holder or prospective purchaser to satisfy the conditions
set forth in Rule 144A(d)(4) under the Securities Act.


 


Section 4.4.  Administrator.


 


Pursuant to the Administration Agreement, the
Administrator has agreed to provide certain reports, instructions and other
services on behalf of HVF.  The Indenture
Noteholders by their acceptance of the Indenture Notes consent to the provision
of such reports by the Administrator in lieu of HVF.


 


ARTICLE V   ALLOCATION AND
APPLICATION OF COLLECTIONS


 


Section 5.1.  Collection Account.


 


(a) Establishment of Collection
Account.  On or prior to the Initial
Closing Date, HVF, the Collection Account Securities Intermediary and the
Trustee shall have entered into the Collection Account Control Agreement
pursuant to which the Collection Account shall be established and maintained
for the benefit of the Noteholders.  If
at any time a Trust Officer obtains knowledge that the Collection Account is no
longer an Eligible Deposit Account, the Trustee shall, within ten (10) Business
Days of obtaining such knowledge, cause the Collection Account to be moved to a
Qualified Institution or a Qualified Trust Institution and cause the depositary
maintaining the new Collection Account to assume the obligations of the
existing Collection Account Securities Intermediary under the Collection
Account Control Agreement.  For all purposes hereunder and for the avoidance
of doubt, the Collection Account has been established solely for the benefit of
the Noteholders, and in connection with the issuance of each 


 


24

















 


Segregated Series of Notes, the Issuer will
establish with the Trustee a  separate
and segregated trust account with respect to collections under the
Series-Specific Collateral related to such Segregated Series of Notes as
contemplated by Section 2.3(b).


 


(b) Administration of the Collection
Account.  All amounts held in the
Collection Account shall be invested in Permitted Investments in accordance
with the Collection Account Control Agreement at the written direction of
HVF.  Investments of funds on deposit in
administrative sub-accounts of the Collection Account established in respect of
particular Notes shall be required to mature on or before the dates specified
in the applicable Series Supplement. 
In the absence of written investment instructions hereunder, funds on
deposit in the Collection Account shall remain uninvested.  HVF shall not direct 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.


 


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


 


(d) Establishment of Series Accounts.  To the extent specified in the Series Supplement
with respect to any Series of Notes, the Trustee may establish and
maintain one or more Series Accounts and/or administrative sub-accounts of
the Collection Account to facilitate the proper allocation of Collections in
accordance with the terms of such Series Supplement.


 


Section 5.2.  Collections and Allocations.


 


(a) Collections in General.  Until this Indenture is terminated pursuant
to Section 11.1, HVF shall, and the Trustee is authorized (upon
written instructions) to, cause all Collections due and to become due to HVF or
the Trustee, as the case may be, to be deposited in the following manner:


 


(i)         all amounts due under
or in connection with the HVF Vehicle Collateral, including, without
limitation, amounts due from Manufacturers and their related auctions dealers
under their Manufacturer Programs with respect to the HVF Vehicles, other than
Excluded Payments and Permitted Check Payments, shall be deposited directly
into a Collateral Account by the Manufacturers and the related auction dealers
and shall be withdrawn from such Collateral Account and deposited either into
the Collection Account or, in the case of Relinquished Property Proceeds, an HVF
Exchange Account for application in accordance with Section 4.2 of the
Master Exchange Agreement within seven Business Days of the deposit thereof
into such Collateral Account;


 


(ii)        all amounts
representing the proceeds from sales of HVF Vehicles to third parties, other
than the Manufacturers or their auction dealers, and all amounts received by
the Servicer in the form of Permitted Check Payments shall be deposited into a
Collateral Account within two Business Days of receipt by the Servicer and
shall be withdrawn from a Collateral Account and either deposited into the
Collection Account or, in the case of Relinquished Property Proceeds, an HFV
Exchange Account for 


 


25

















 


application in accordance
with Section 4.2 of the Master Exchange Agreement within seven Business
Days of the deposit thereof into a Collateral Account;


 


(iii)       all insurance proceeds
and warranty payments in respect of the HVF Vehicles, other than Excluded
Payments, shall be deposited into a Collateral Account within two Business Days
of receipt by the Servicer and shall be withdrawn from a Collateral Account and
deposited into the Collection Account within seven Business Days of the deposit
thereof into a Collateral Account;


 


(iv)       all amounts payable to
HVF pursuant to the HVF Lease shall be paid directly to the Trustee for deposit
into the Collection Account;


 


(v)        all payments of
Transfer Price by HGI in respect of Transferred HVF Vehicles and Manufacturer
Receivables, all Rejected Vehicle Payments in respect of Vehicles that were HVF
Vehicles at the time of such rejection by HGI or the Servicer and all other
amounts payable by HGI to HVF in respect of HVF Vehicles pursuant to the
Purchase Agreement shall be paid directly to the Trustee for deposit into the
Collection Account;


 


(vi)       all amounts payable by
the Nominee pursuant to Section 11(b) of the Nominee Agreement shall
be deposited directly into a Collateral Account by the Nominee and shall be
withdrawn from a Collateral Account and deposited into the Collection Account
within seven Business Days of the deposit thereof into a Collateral Account;


 


(vii)      all amounts payable by
the Hertz Nominee pursuant to Section 10 of the Hertz Nominee Agreement
shall be deposited directly into a Collateral Account by the Hertz Nominee and
shall be withdrawn from a Collateral Account and deposited into the Collection
Account within seven Business Days of the deposit thereof into a Collateral
Account;


 


(viii)     all amounts payable by
the HFC Nominee pursuant to Section 10 of the HFC Nominee Agreement shall
be deposited directly into a Collateral Account by the HFC Nominee and shall be
withdrawn from a Collateral Account and deposited into the Collection Account
within seven Business Days of the deposit thereof into a Collateral Account;
and


 


(ix)       all Collections from
any other source shall be either paid directly into the Collection Account at
such times as such amounts are due or deposited by the Servicer into the
Collection Account within seven Business Days after deposit thereof into a
Collateral Account.


 


Notwithstanding the foregoing, (x) unless
an Amortization Event with respect to any Series of Notes has occurred and
is continuing, insurance proceeds and warranty payments with respect to the HVF
Vehicles shall not be required to be deposited in a Collateral Account or the
Collection Account, and may be held by HVF or paid to Hertz and (y) unless
there has been a failure by HGI to make a payment to HVF on account of an
Invoice Adjustment when due in accordance with Section 1.05(d) of the
Purchase Agreement and such failure is continuing, payments by 


 


26

















 


Manufacturers on account of such Invoice
Adjustments shall not be required to be deposited in a Collateral Account or
the Collection Account and may be held by HGI. 
HVF agrees that if any Collections shall be received by HVF in an
account other than a Collateral Account, an HVF Exchange Account or the
Collection Account or in any other manner, such monies, instruments, cash and
other proceeds will not be commingled by HVF with any of its other funds or
property, if any, but will be held separate and apart therefrom and shall be
held in trust by HVF for, and immediately paid over to the Trustee or the
Collateral Agent, as applicable, with any necessary endorsement.  All Collections deposited into a Collateral
Account shall be allocated and distributed to the Trustee as provided in the
Collateral Agency Agreement.  All monies,
instruments, cash and other proceeds received by the Trustee pursuant to this
Indenture (including amounts received from the Collateral Agent) shall be
immediately deposited in the Collection Account or an HVF Exchange Account and
shall be applied as provided in this Article 5 or Article 5A.


 


(b) Allocations for Noteholders.  On each day on which Collections are
deposited into the Collection Account, HVF shall allocate Collections deposited
into the Collection Account in accordance with this Article 5 and
shall instruct the Trustee in writing to withdraw the required amounts from the
Collection Account and make the required deposits in any Series Account in
accordance with this Article 5, as modified by any Series Supplement.  HVF shall make such deposits or payments on
the date indicated therein in immediately available funds or as otherwise
provided in the applicable Series Supplement.  If, on any date on which Collections are
deposited into the Collection Account or Collections are otherwise on deposit
in the Collection Account, there are unpaid Ford Reimbursement Obligations, HVF
shall apply any such Collections not allocable to any Series pursuant to a
Series Supplement to pay such unpaid Ford Reimbursement Obligations by
instructing the Trustee in writing to withdraw from the Collection Account and
pay to Ford an amount equal to the lesser of such unpaid Ford Reimbursement
Obligations and the amount of Collections deposited into or on deposit in the
Collection Account on such date that are not allocable to any Series pursuant
to any Series Supplement.


 


(c) Sharing Collections.  In the manner described in the applicable Series Supplement
(other than a Segregated Series Supplement), to the extent that Principal
Collections that are allocated to any Series of Notes on a Payment Date
are not needed to make payments to Noteholders of such Series of Notes or
required to be deposited in a Series Account for such Series of Notes
on such Payment Date, such Principal Collections may, at the direction of HVF,
be applied to cover principal payments due to or for the benefit of Noteholders
of another Series of Notes.  Any
such reallocation will not result in a reduction in the Principal Amount of the
Series of Notes to which such Principal Collections were initially
allocated.


 


(d) Unallocated Principal Collections.  If, after giving effect to Section 5.2(c),
Principal Collections allocated to any Series on any Payment Date are in
excess of the amount required to be paid in respect of such Series on such
Payment Date, then any such excess Principal Collections shall be allocated to
HVF or such other party as may be entitled thereto as set forth in any Series Supplement.  If, on any date on which
Principal Collections are allocated to HVF pursuant to this Section 5.2(d),
there are unpaid Ford Reimbursement Obligations, HVF shall apply any such
Principal Collections to pay such unpaid Ford Reimbursement Obligations by
instructing the Trustee in writing to withdraw from the applicable Series Account
and pay to 


 


27

















 


Ford an amount equal to the lesser of such
unpaid Ford Reimbursement Obligations and the amount of such Principal
Collections allocated to HVF pursuant to this Section 5.2(d).


 


Section 5.3.  Determination of Monthly Interest.


 


Monthly payments of interest on each Series of
Indenture Notes shall be determined, allocated and distributed in accordance
with the procedures set forth in the applicable Series Supplement.


 


Section 5.4.  Determination of Monthly Principal.


 


Monthly payments of principal of each Series of
Indenture Notes shall be determined, allocated and distributed in accordance
with the procedures set forth in the applicable Series Supplement.  However, all principal of or interest on any Series of
Indenture Notes shall be due and payable no later than the Series Termination
Date with respect to such Series of Indenture Notes.


 


[THE REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE
SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES.]


 


ARTICLE 5A.   HVF
EXCHANGE ACCOUNT


 


Section 5A.1.  HVF Exchange Account.  On, prior to or after the Restatement
Effective Date, the Trustee shall establish and maintain for the benefit of the
Noteholders one or more HVF Exchange Accounts, each in the name of the Trustee
or, prior to the date of termination of the Master Exchange Agreement pursuant
to Section 7.01(b) thereof, the joint name of the Trustee and the
Intermediary, that shall be administered and operated as provided in the Master
Exchange Agreement.  Each HVF Exchange
Account shall be maintained (i) with a Qualified Institution or (ii) as
a segregated trust account with a Qualified Trust Institution.  If any HVF Exchange Account is not maintained
in accordance with the previous sentence, then within ten (10) Business
Days of obtaining knowledge of such fact, the Trustee and the Intermediary
shall establish a new HVF Exchange Account which complies with such sentence
and transfer into the new HVF Exchange Account all funds from the
non-qualifying HVF Exchange Account. 
Initially, each HVF Exchange Account will be established with the
Trustee.


 


ARTICLE VI   DISTRIBUTIONS


 


Section 6.1.  Distributions in General.


 


(a) Unless otherwise specified in the applicable Series Supplement,
on each Payment Date, the Paying Agent shall pay to the Noteholders of each Series of
Notes of record on the preceding Record Date the amounts payable thereto
hereunder by check mailed first-class postage prepaid to such Noteholder at the
address for such Noteholder appearing in the Note Register except that with
respect to Notes registered in the name of a Clearing Agency or its nominee,
such amounts shall be payable by wire transfer of immediately available funds
released by the Paying Agent from the applicable Series Account
no later than Noon (New York City time) on the Payment Date for credit to the
account designated by such Clearing Agency or its


 


28














 


nominee, as applicable; provided, however, that, the
final principal payment due on a Note shall only be paid to the Noteholder of a
Definitive Note on due presentment of such Definitive Note for cancellation in
accordance with the provisions of the Note.


 


(b) Unless otherwise specified in the
applicable Series Supplement (i) all distributions to Noteholders of
all Classes within a Series of Notes will have the same priority and (ii) in
the event that on any date of determination the amount available to make
payments to the Noteholders of a Series of Notes is not sufficient to pay
all sums required to be paid to such Noteholders on such date, then each Class of
Noteholders will receive its ratable share (based upon the aggregate amount due
to such Class of Noteholders) of the aggregate amount available to be
distributed in respect of the Notes of such Series.


 


Section 6.2.  Optional Repurchase of Notes.


 


On or
after the date (if any) set forth in the Series Supplement related to a Series of
Notes, the Issuer shall have the option to purchase all Outstanding Notes of
such Series, or class of such Series, at a purchase price set forth in such Series Supplement.  Unless otherwise specified in the related Series Supplement,
the Issuer shall give the Trustee at least 30 days’ prior written notice of the
date on which the Issuer intends to exercise such option to purchase.  Not later than 12:00 noon, New York City
time, on the date set for purchase, an amount equal to the purchase price for
the Notes of such Series will be deposited into the Collection Account for
such Series in immediately available funds.  The funds deposited into the Collection
Account or distributed to the Trustee or the Paying Agent will be passed
through in full to the Noteholders of such Series on such date.


 


ARTICLE VII                         REPRESENTATIONS AND WARRANTIES


 


HVF hereby represents and warrants, for the
benefit of the Trustee and the Noteholders, as follows as of the Restatement
Effective Date and each Series Closing Date:


 


Section 7.1.  Existence and Power.


 


HVF (a) is a limited liability company
duly formed, validly existing and in good standing under the laws of the State
of Delaware, (b) is duly qualified to do business as a foreign limited
liability company and in good standing under the laws of each jurisdiction
where the character of its property, the nature of its business or the
performance of its obligations under the Related Documents make such
qualification necessary, except to the extent that the failure to so qualify is
not reasonably likely to result in a Material Adverse Effect, and (c) has
all limited liability company powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted and for purposes of the transactions contemplated by this Indenture
and the other Related Documents.


 


Section 7.2.  Limited Liability Company and Governmental
Authorization.


 


The execution, delivery and performance by
HVF of this Indenture, the applicable Series Supplement and the other
Related Documents  to which it is a
party (a) is within HVF’s limited liability company powers and has been
duly authorized by all necessary limited liability company action, (b) requires
no action by or in respect of, or filing with, any Governmental


 


29

















 


Authority which has not been
obtained and (c) does not contravene, or constitute a default under, any
Requirements of Law with respect to HVF or any Contractual Obligation with
respect to HVF or result in the creation or imposition of any Lien on any
property of HVF, except for Liens created by this Indenture or the other
Related Documents.  This Indenture and
each of the other Related Documents  to
which HVF is a party has been executed and delivered by a duly authorized
officer of HVF.


 


Section 7.3.  No Consent.


 


No consent, action by or in respect of,
approval or other authorization of, or registration, declaration or filing
with, any Governmental Authority or other Person is required for the valid
execution and delivery by HVF of this Base Indenture, any Series Supplement
or any Related Documents  or for the
performance of any of HVF’s obligations hereunder or thereunder other than such
consents, approvals, authorizations, registrations, declarations or filings as
shall have been obtained by HVF prior to the Restatement Effective Date or as
contemplated in Section 7.13.


 


Section 7.4.  Binding Effect.


 


This Indenture and each other Related
Document (other than any Related Document
or portion thereof relating solely to any Segregated Series) is a legal,
valid and binding obligation of HVF enforceable against HVF in accordance with
its terms (except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws affecting creditors’ rights generally or by general equitable principles,
whether considered in a proceeding at law or in equity and by an implied
covenant of good faith and fair dealing).


 


Section 7.5.  Litigation.


 


There is no action, suit or proceeding
pending against or, to the knowledge of HVF, threatened against or affecting
HVF before any court or arbitrator or any Governmental Authority with respect
to which there is a reasonable possibility of an adverse decision that would
materially adversely affect the financial condition, business, assets or
operations of HVF or which in any manner draws into question the validity or
enforceability of this Indenture, any Series Supplement or any other
Related Documents or the ability of HVF to perform its obligations hereunder or
thereunder.


 


Section 7.6.  No ERISA Plan.


 


HVF has not established and does not maintain
or contribute to any Plan that is covered by Title IV of ERISA.


 


Section 7.7.  Tax Filings and Expenses.


 


HVF has filed all federal, state and local
tax returns and all other tax returns which, to the knowledge of HVF, are
required to be filed (whether informational returns or not), and has paid all
taxes due, if any, pursuant to said returns or pursuant to any assessment
received by HVF, except such taxes, if any, as are being contested in good
faith and for which adequate


 


30

















 


reserves have been set aside
on its books.  HVF has paid all fees and
expenses required to be paid by it in connection with the conduct of its
business, the maintenance of its existence and its qualification as a foreign
limited liability company authorized to do business in each State in which it
is required to so qualify, except to the extent that the failure to pay such
fees and expenses is not reasonably likely to result in a Material Adverse
Effect.


 


Section 7.8.  Disclosure.


 


All certificates, reports, statements,
documents and other information furnished to the Trustee by or on behalf of HVF
pursuant to any provision of this Indenture or any Related Documents (other than any Related Document relating solely
to any Segregated Series), or in connection with or pursuant to any
amendment or modification of, or waiver under, this Indenture or any Related
Documents (other than any Related Document
relating solely to any Segregated Series), shall, at the time the same
are so furnished, be complete and correct to the extent necessary to give the
Trustee true and accurate knowledge of the subject matter thereof in all material
respects, and the furnishing of the same to the Trustee shall constitute a
representation and warranty by HVF made on the date the same are furnished to
the Trustee to the effect specified herein.


 


Section 7.9.  Investment Company Act.


 


HVF is not, and is not controlled by, an “investment
company” within the meaning of, and is not required to register as an “investment
company” under, the Investment Company Act.


 


Section 7.10.  Regulations T, U and X.


 


The proceeds of the Indenture Notes will not
be used to purchase or carry any “margin stock” (as defined or used in the
regulations of the Board of Governors of the Federal Reserve System, including
Regulations T, U and X thereof).  HVF is
not engaged in the business of extending credit for the purpose of purchasing
or carrying any margin stock.


 


Section 7.11.  Solvency.


 


Both before and after giving effect to the
transactions contemplated by this Indenture and the other Related Documents,
HVF is solvent within the meaning of the Bankruptcy Code and HVF is not the
subject of any voluntary or involuntary case or proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy or insolvency law and no Event of Bankruptcy has occurred with
respect to HVF.


 


Section 7.12.  Ownership of Limited Liability Company
Interests; Subsidiary.


 


All of the issued and outstanding limited
liability company interests of HVF are owned by Hertz, all of which limited
liability company interests have been validly issued, are fully paid and
non-assessable and are owned of record by Hertz, free and clear of all Liens
other than Permitted Liens; provided, however, that such limited
liability company interests may be pledged to the ABL Collateral Agent pursuant
to the ABL Guarantee and Collateral Agreement


 


31

















 


for the benefit of the
secured parties thereunder.  HVF has no
subsidiaries and owns no capital stock of, or other equity interest in, any
other Person, other than Hertz Vehicles LLC.


 


Section 7.13.  Security Interests.


 


(a) HVF owns and has good and marketable
title to the Collateral, free and clear of all Liens other than Permitted
Liens.  The Manufacturer Receivables
(other than to the extent that they relate solely to HVF Segregated Vehicle
Collateral) and HVF’s rights under the Collateral Agreements (other than to the
extent that they relate solely to HVF Segregated Vehicle Collateral) constitute
general intangibles under the applicable UCC. 
This Indenture constitutes a valid and continuing Lien on the Indenture
Collateral in favor of the Trustee on behalf of the Noteholders, which Lien on
the Indenture Collateral has been perfected and is prior to all other Liens
(other than Permitted Liens), and the Collateral Agency Agreement constitutes a
valid and continuing Lien on the HVF Vehicle Collateral in favor of the
Collateral Agent, which Lien on the HVF Vehicle Collateral has been perfected
and is prior to all other Liens (other than Permitted Liens) and, in each case,
is enforceable as such as against creditors of and purchasers from HVF in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws affecting creditors’ rights generally or by general
equitable principles, whether considered in a proceeding at law or in equity
and by an implied covenant of good faith and fair dealing.  HVF has received all consents and approvals
required by the terms of the Collateral to the pledge of the Collateral to the
Trustee or the Collateral Agent, as the case may be.


 


(b) Other than the security interest
granted to the Trustee hereunder and the Collateral Agent under the Collateral
Agency Agreement, HVF has not pledged, assigned, sold or granted a security
interest in the Collateral, the Account Collateral, the Collateral that
constitutes Investment Property or the General Intangibles Collateral.  All action necessary (including the filing of
UCC-1 financing statements, the assignment of rights under the Manufacturer
Programs (other than to the extent they relate solely to HVF Segregated Vehicle
Collateral) to the Collateral Agent under the Assignment Agreements and the
notation on the Certificates of Title for all HVF Vehicles (other than the
Initial Hertz Vehicles and the Service Vehicles) of the Collateral Agent’s Lien
for the benefit of the Noteholders) to protect and perfect the Trustee’s
security interest in the Indenture Collateral and the Collateral Agent’s
security interests in the HVF Vehicle Collateral has been duly and effectively
taken.  No security agreement, financing
statement, equivalent security or lien instrument or continuation statement
listing HVF as debtor covering all or any part of the Collateral is on file or
of record in any jurisdiction, except such as may have been filed, recorded or
made by HVF in favor of the Trustee on behalf of the Noteholders in connection
with this Indenture or the Collateral Agent in connection with the Collateral
Agency Agreement, and HVF has not authorized any such filing.


 


(c) HVF’s legal name is Hertz Vehicle
Financing LLC and its location within the meaning of Section 9-307 of the
applicable UCC is the State of Delaware.


 


(d) Except
for a change made pursuant to Section 8.19, (i) HVF’s sole
place of business and chief executive office shall be at, and the place where
its records concerning the Collateral are kept is at: 225 Brae
Boulevard, Park Ridge, New Jersey 07656 and
(ii) HVF’s


 


32

















 


jurisdiction of organization is Delaware.  HVF does not transact, and has not
transacted, business under any other name.


 


(e) All
authorizations in this Indenture for the Trustee to endorse checks, instruments
and securities and to execute financing statements, continuation statements,
security agreements and other instruments with respect to the Indenture
Collateral and to take such other actions with respect to the Indenture
Collateral authorized by this Indenture are powers coupled with an interest and
are irrevocable.


 


(f) This Base Indenture creates a valid
and continuing Lien (as defined in the New York UCC) in the Account Collateral,
the Collateral constituting Investment Property and the General Intangibles
Collateral in favor of the Trustee on behalf of the Trustee for the benefit of
the Noteholders, which Lien is prior to all other Liens (other than Permitted
Liens) and is enforceable as such as against creditors of and purchasers from
HVF in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws affecting
creditors’ rights generally or by general equitable principles, whether
considered in a proceeding at law or in equity and by an implied covenant of
good faith and fair dealing.  All action
necessary to perfect such first-priority security interest has been duly taken.


 


(g) The
General Intangibles Collateral constitutes “general intangibles” within the
meaning of the New York UCC.


 


(h) HVF owns and has good and marketable
title to the Account Collateral, the Collateral constituting Investment
Property and the General Intangibles Collateral free and clear of any Liens
(other than Permitted Liens), claim or encumbrance of any Person.


 


(i) HVF has caused or will have caused,
within ten days, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in
order to perfect the security interest in the General Intangibles Collateral
and the Collateral constituting Investment Property granted to the Trustee in
favor of the Noteholders hereunder.


 


(j) HVF has not authorized the filing of
and is not aware of any financing statements against HVF that include a
description of collateral covering the Account Collateral, the Collateral
constituting Investment Property or the General Intangibles Collateral other
than any financing statement relating to the security interest granted to the
Trustee in favor of the Trustee for the benefit of the Noteholders hereunder or
that has been terminated.  HVF is not
aware of any judgment or tax lien filings against HVF.


 


(k) HVF is a Registered Organization.


 


Section 7.14.  Related Documents.


 


The Collateral Agreements (other than any Collateral Agreement relating
solely to any Segregated Series) are in full force and effect.  There are no outstanding Servicer Defaults or
Operating Lease Events of Default nor have events occurred which, with the
giving of notice,


 


33

















 


the passage of time or both,
would constitute a Servicer Default or Operating Lease Event of Default.


 


Section 7.15.  [Reserved].


 


Section 7.16.  Non-Existence of Other Agreements.


 


Other than as permitted by Section 8.22,
(i) HVF is not a party to any contract or agreement of any kind or nature
and (ii) HVF is not subject to any material obligations or liabilities of
any kind or nature in favor of any third party, including, without limitation,
Contingent Obligations.  HVF has not
engaged in any activities since its formation (other than those incidental to
its formation, the authorization and the issue of Indenture Notes, the
execution of the Related Documents to which it is a party and the performance
of the activities referred to in or contemplated by such agreements).


 


Section 7.17.  Compliance with Contractual Obligations
and Laws.


 


HVF is not (i) in violation of the HVF
LLC Agreement, (ii) in violation of any Requirement of Law with respect to
HVF or (iii) in violation of any Contractual Obligation with respect to
HVF.


 


Section 7.18.  Other Representations.


 


All representations and warranties of HVF
made in each Related Document (other than
any Related Document relating solely to any Segregated Series) to which
it is a party are true and correct and are repeated herein as though fully set
forth herein.


 


ARTICLE VIII                     COVENANTS


 


Section 8.1.  Payment of Notes.


 


HVF shall pay the principal of (and premium,
if any) and interest on the Notes when due pursuant to the provisions of this
Indenture and any applicable Series Supplement.  Principal and interest shall be considered
paid on the date due if the Paying Agent holds on that date money designated
for and sufficient to pay all principal and interest then due.


 


Section 8.2.  Maintenance of Office or Agency.


 


HVF will maintain an office or agency (which
may be an office of the Trustee, the Registrar or co-registrar) where Notes may
be surrendered for registration of transfer or exchange, where notices and
demands to or upon HVF in respect of the Notes and this Indenture may be
served, and where, at any time when HVF is obligated to make a payment of
principal of, and premium, if any, upon, the Notes, the Notes may be
surrendered for payment.  HVF will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If
at any time HVF shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office.


 


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HVF may also from time to time designate one
or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations.  HVF will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.


 


HVF hereby designates the Corporate Trust
Office as one such office or agency of HVF.


 


Section 8.3.  Payment of Obligations.


 


HVF will pay and discharge, at or before
maturity, all of its respective material obligations and liabilities,
including, without limitation, tax liabilities and other governmental claims,
except where the same may be contested in good faith by appropriate
proceedings, and will maintain, in accordance with GAAP, reserves as
appropriate for the accrual of any of the same.


 


Section 8.4.  Conduct of Business and Maintenance of
Existence.


 


HVF will maintain its existence as a limited
liability company validly existing, and in good standing under the laws of the
State of Delaware and duly qualified as a foreign limited liability company
licensed under the laws of each state in which the failure to so qualify would
be reasonably likely to result in a Material Adverse Effect.


 


Section 8.5.  Compliance with Laws.


 


HVF will comply in all respects with all
Requirements of Law with respect to HVF and all applicable laws, ordinances,
rules, regulations, and requirements of Governmental Authorities except where
the necessity of compliance therewith is contested in good faith by appropriate
proceedings and where such noncompliance would not materially and adversely affect
the business, financial condition, operations or properties of HVF or the
ability of HVF to perform its obligations under this Indenture or under any
other Related Documents to which it is a party; provided, however,
such noncompliance will not result in a Lien (other than a Permitted Lien) on
any of the Collateral.


 


Section 8.6.  Inspection of Property, Books and Records.


 


HVF will keep proper books of record and
account in which full, true and correct entries shall be made of all dealings
and transactions, business and activities in accordance with GAAP.  HVF will permit the Trustee or any Person
appointed by it to act as its agent to visit and inspect any of its properties,
to examine and make abstracts from any of its books and records and to discuss
its affairs, finances and accounts with its officers, directors, employees and
independent certified public accountants, all at such reasonable times upon
reasonable notice and as often as may reasonably be requested.


 


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Section 8.7.  Actions under the Collateral Agreements.


 


(a) HVF will comply in all material
respects with all of its obligations under the Manufacturer Programs.  HVF will not take any action which would
permit Hertz, the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI, the
Intermediary, the Escrow Agent or any other Person to have the right to refuse
to perform any of its respective obligations under any of the Collateral
Agreements, the Manufacturer Programs or any other instrument or agreement
included in the Collateral or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any Collateral Agreement, Manufacturer Program or
any such instrument or agreement, in each case solely to the extent relating to
or otherwise affecting the Collateral or the Note Obligations.


 


(b) Except as otherwise provided in Section 3.2(a),
HVF agrees that it will not, without the prior written consent of the Trustee
acting at the direction of the Requisite Investors, exercise any right, remedy,
power or privilege available to it with respect to any obligor under a
Collateral Agreement or under any instrument or agreement included in the
Collateral, take any action to compel or secure performance or observance by
any such obligor of its obligations to HVF or give any consent, request,
notice, direction, approval, extension or waiver with respect to any such
obligor.  Subject to Section 12.2
hereof, HVF agrees that it will not, without the prior written consent of the
Trustee, acting at the direction of the Requisite Indenture Investors, amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
of the Related Documents or consent to the assignment of any of the Related
Documents by any other party thereto (collectively, the “Related Document
Actions”); provided, that, if any such Related Document Action does
not materially adversely affect the Indenture Noteholders of one or more, but
not all, Series of Indenture Notes, as evidenced by an Officer’s
Certificate of HVF, any such Series of Indenture Notes that is not
materially adversely affected by such Related Document Action shall be deemed
not to be Outstanding for purposes of such obtaining such consent (and the
related calculation of Requisite Indenture Investors shall be modified
accordingly); provided, further that, if any such Related
Document Action does not materially adversely affect the Indenture Noteholders,
as evidenced by an Officer’s Certificate of HVF, HVF shall be entitled to
effect such Related Document Action without the prior written consent of the
Trustee.  For the avoidance of doubt, and
notwithstanding anything herein or in any Related Document to the contrary, any
amendment, modification, waiver, supplement, termination or surrender of any
Related Document relating solely to a particular Series of Indenture Notes
shall be deemed not to materially adversely affect the Indenture Noteholders of
any other Series of Indenture Notes. 
Notwithstanding the foregoing, HVF may terminate the Master Exchange
Agreement and the Escrow Agreement pursuant to their respective terms at any
time.


 


(c) Upon the occurrence of a Servicer
Default, HVF will not, without the prior written consent of the Trustee acting
at the direction of the Requisite Investors, terminate the Servicer and appoint
a successor Servicer in accordance with the HVF Lease and the Collateral Agency
Agreement and will terminate the Servicer and appoint a successor Servicer in
accordance with the HVF Lease and the Collateral Agency Agreement if and when
so directed by the Trustee acting at the direction of the Requisite Investors.


 


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Section 8.8.  Notice of Defaults.


 


Promptly (and in any event within five (5) Business
Days) upon becoming aware of (i) any Potential Amortization Event or
Amortization Event with respect to any Series of Indenture Notes Outstanding,
any Potential Operating Lease Event of Default, any Operating Lease Event of
Default or any Servicer Default or (ii) any default under any other
Collateral Agreement, any Related Documents or under any Manufacturer Program,
HVF shall give the Trustee and the Rating Agencies with respect to each Series of
Notes Outstanding notice thereof, together with an Officer’s Certificate of HVF
setting forth the details thereof and any action with respect thereto taken or
contemplated to be taken by HVF.


 


Section 8.9.  Notice of Material Proceedings.


 


Promptly (and in any event within five (5) Business
Days) upon becoming aware thereof, HVF shall give the Trustee and the Rating
Agencies written notice of the commencement or existence of any proceeding by
or before any Governmental Authority against or affecting HVF which is
reasonably likely to have a material adverse effect on the financial condition,
business, assets or operations of HVF or the ability of HVF to perform its
obligations under this Indenture or under any other Related Documents to which
it is a party.


 


Section 8.10.  Further Requests.


 


HVF will promptly furnish to the Trustee such
other information relating to the Notes as, and in such form as, the Trustee
may reasonably request in connection with the transactions contemplated hereby
or by any Series Supplement.


 


Section 8.11.  Further Assurances.


 


(a) HVF shall do such further acts and
things, and execute and deliver to the Trustee such additional assignments,
agreements, powers and instruments, as are necessary or desirable to maintain
the security interest of the Trustee in the Indenture Collateral on behalf of
the Noteholders and of the Collateral Agent in the HVF Vehicle Collateral as a
perfected security interest subject to no prior Liens (other than Permitted
Liens), to carry into effect the purposes of this Indenture or the other
Related Documents (other than any Related Document relating solely to any
Segregated Series of Notes) or to better assure and confirm unto the
Trustee or the Noteholders their rights, powers and remedies hereunder
including, without limitation, the filing of any financing or continuation
statements under the UCC in effect in any jurisdiction with respect to the
liens and security interests granted hereby or pursuant to the Collateral
Agency Agreement.  Without limiting the
generality of the foregoing provisions of this Section 8.11(a), HVF
shall take all actions that are required to maintain the security interest of
the Trustee in the Indenture Collateral and of the Collateral Agent in the HVF
Vehicle Collateral as a perfected security interest subject to no prior Liens
(other than Permitted Liens), including, without limitation (i) filing all
UCC financing statements, continuation statements and amendments thereto necessary
to achieve the foregoing, (ii) causing the Lien of the Collateral Agent to
be noted on all Certificates of Title relating to HVF Vehicle Collateral and (iii) causing
the Servicer, as agent for the Collateral Agent, to maintain possession of such
Certificates of Title for the benefit of the Collateral Agent pursuant to Section 2.6(a) of
the Collateral Agency Agreement.


 


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If HVF fails to perform any of its agreements or obligations under this
Section 8.11(a), the Trustee shall, at the direction of the
Required Noteholders of any Series of Notes, itself perform such agreement
or obligation, and the expenses of the Trustee incurred in connection therewith
shall be payable by HVF upon the Trustee’s demand therefor.  The Trustee is hereby authorized to execute
and file any financing statements, continuation statements or other instruments
necessary or appropriate to perfect or maintain the perfection of the Trustee’s
security interest in the Indenture Collateral.


 


(b) If any amount payable under or in
connection with any of the Indenture Collateral shall be or become evidenced by
any promissory note, chattel paper or other instrument, such note, chattel
paper or instrument shall be deemed to be held in trust and immediately pledged
and physically delivered to the Trustee hereunder, and shall, subject to the
rights of any Person in whose favor a prior Lien has been perfected, be duly
endorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly.


 


(c) HVF will warrant and defend the
Trustee’s right, title and interest in and to the Indenture Collateral and the
income, distributions and proceeds thereof, for the benefit of the Trustee on
behalf of the Noteholders, against the claims and demands of all Persons
whomsoever.


 


(d) On or before March 31 of each
calendar year, commencing with March 31, 2003, HVF shall furnish to the
Trustee an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as are necessary to
maintain the perfection of the lien and security interest created by this
Indenture or the Collateral Agency Agreement in the Collateral and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain the perfection of such lien and security
interest.  Such Opinion of Counsel shall
also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain
the perfection of the lien and security interest of this Indenture in the
Collateral until March 31 in the following calendar year.


 


Section 8.12.  Liens.


 


HVF will not create, incur, assume or permit
to exist any Lien upon any of its property (including the Collateral), other
than (i) Liens in favor of the Trustee for the benefit of the Indenture
Noteholders and (ii) other Permitted Liens.


 


Section 8.13.  Other Indebtedness.


 


(a) HVF will not create, assume, incur,
suffer to exist or otherwise become or remain liable in respect of any
Indebtedness other than (i) Indebtedness hereunder or under any other
Related Document and (ii) Indebtedness under the HVF Credit Facility, the
form of which is attached as Exhibit B hereto.


 


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(b) HVF will not enter into the HVF
Credit Facility unless, as a condition to the effectiveness of the HVF Credit
Facility, the Trustee shall have received one or more Opinions of Counsel,
subject to the assumptions and qualifications stated therein, and in a form
reasonably acceptable to the Trustee, substantially to the effect that (i) the
HVF Credit Facility has been duly authorized, executed and delivered by the
parties thereto, and (ii) the HVF Credit Facility is a legal, valid and
binding agreement of the parties thereto, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors’ rights generally and to general principals of
equity.


 


Section 8.14.  No ERISA Plan.


 


HVF shall not establish or maintain or
contribute to any Plan that is covered by Title IV of ERISA.


 


Section 8.15.  Mergers.


 


HVF will not merge or consolidate with or
into any other Person.


 


Section 8.16.  Sales of Assets.


 


HVF will not sell, lease, transfer, liquidate
or otherwise dispose of any of its property except as contemplated by the
Related Documents.


 


Section 8.17.  Acquisition of Assets.


 


HVF will not acquire, by long-term or
operating lease or otherwise, any property except in accordance with the terms
of the Related Documents.


 


Section 8.18.  Dividends, Officers’ Compensation, etc.


 


HVF will not declare or pay any distributions
on any of its limited liability company interests; provided, however,
that so long as no Amortization Event or Potential Amortization Event has
occurred and is continuing with respect to any Series of Notes Outstanding
or would result therefrom, HVF may declare and pay distributions to the extent
permitted under Section 18-607 of the Delaware Limited Liability Company
Act.  HVF will not pay any wages or
salaries or other compensation to its officers, directors, employees or others
except out of earnings computed in accordance with GAAP.


 


Section 8.19.  Legal Name; Location Under Section 9-301.


 


HVF will neither change its location (within
the meaning of Section 9-301 of the applicable UCC) or its legal name
without at least 30 days’ prior written notice to the Trustee and the
Collateral Agent.  In the event that HVF
desires to so change its location or change its legal name, HVF will make any
required filings and prior to actually changing its location or its legal name
HVF will deliver to the Trustee and the Collateral Agent (i) an Officer’s
Certificate of HVF and an Opinion of Counsel confirming that all required
filings have been made to continue the perfected interest of the Trustee on
behalf of the Noteholders in the Indenture Collateral and the perfected
interest of the Collateral Agent in the HVF Vehicle Collateral in


 


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respect of the new location
or new legal name of HVF and (ii) copies of all such required filings with
the filing information duly noted thereon by the office in which such filings
were made.


 


Section 8.20.  HVF LLC Agreement.


 


HVF will not amend the HVF LLC Agreement or
its certificate of formation unless, prior to such amendment, the Rating Agency
Condition with respect to each Series of Indenture Notes Outstanding shall
have been satisfied with respect to such amendment.


 


Section 8.21.  Investments.


 


HVF will not make, incur, or suffer to exist
any loan, advance, extension of credit or other investment in any Person other
than in accordance with the Related Documents and, in addition, without
limiting the generality of the foregoing, HVF will not direct the investment of
funds in the Collection Account or any HVF Exchange Account in a manner that
would have the effect of causing HVF to be an “investment company” within the
meaning of the Investment Company Act.


 


Section 8.22.  No Other Agreements.


 


HVF will not enter into or be a party to any
agreement or instrument other than any Related Document, as the same may be
amended, modified or supplemented from time to time, any documents related to
any Enhancement or any documents and agreements incidental or related thereto.


 


Section 8.23.  Other Business.


 


HVF will not engage in any business or
enterprise or enter into any transaction other than the acquisition, financing,
leasing and disposition of the HVF Vehicles and HVF Segregated Vehicles
pursuant to the Related Documents, the related exercise of its rights
thereunder, the borrowing of funds under the HVF Credit Facility, the
incurrence and payment of ordinary course operating expenses, the issuing and
selling of the Indenture Notes and other activities related to or incidental to
any of the foregoing.


 


Section 8.24.  Maintenance of Separate Existence.


 


HVF
will:


 


(a) maintain its own deposit account or
accounts, separate from those of any Affiliate, with commercial banking
institutions and ensure that the funds of HVF will not be diverted to any other
Person or for other than the use of HVF, nor will such funds be commingled with
the funds of Hertz or any other Subsidiary or Affiliate of Hertz other than as
provided in the Related Documents;


 


(b) ensure that all transactions between
HVF and any of its Affiliates, whether currently existing or hereafter entered
into, shall be only on an arm’s length basis, it being understood and agreed
that the transactions contemplated in the Related Documents meet the
requirements of this clause (b);


 


40

















 


(c) to the extent that it requires an
office to conduct its business, conduct its business from an office at a
separate address from that of Hertz and its Affiliates (other than Hertz
Vehicles LLC or any other affiliated special purpose company (other than HGI));
provided, that segregated offices in the same building shall constitute
separate addresses for purposes of this clause (c).  To the extent that HVF and any of its members
or Affiliates have offices in the same location, there shall be a fair and
appropriate allocation of overhead costs among them, and each such entity shall
bear its fair share of such expenses;


 


(d) issue separate financial statements
prepared at least annually and prepared in accordance with GAAP;


 


(e) conduct its
affairs in its own name and in accordance with the HVF LLC Agreement and
observe all necessary, appropriate and customary limited liability company
formalities, including, but not limited to, holding all regular and special
meetings appropriate to authorize all actions of HVF, keeping separate and
accurate minutes of its meetings, passing all resolutions or consents necessary
to authorize actions taken or to be taken, and maintaining accurate and
separate books, records and accounts, including, but not limited to, payroll
and intercompany transaction accounts;


 


(f) not assume or guarantee any of the
liabilities of Hertz or any Affiliate thereof;


 


(g) take, or refrain from taking, as the
case may be, all other actions that are necessary to be taken or not to be
taken in order to (x) ensure that the assumptions and factual recitations
set forth in the Specified Bankruptcy Opinion Provisions remain true and
correct in all material respects with respect to HVF and (y) comply in all
material respects with those procedures described in such provisions which are
applicable to HVF; and


 


(h) maintain at least two Independent
Directors on its Board of Directors.


 


Section 8.25.  Manufacturer Programs.


 


(a) Prior to the leasing of any Program
Vehicles under the HVF Lease for any model year after the 2002 model year, HVF
will cause the Lessee to deliver to the Trustee, the Lessor and the Rating
Agencies an Officer’s Certificate of the Lessee substantially in the form of Exhibit C.


 


(b) No later than six months following
the leasing of any Program Vehicles under the HVF Lease for any model year
after the 2002 model year, HVF will (x) deliver to the Trustee and the
Rating Agencies an executed copy of the Manufacturer Program for such model
year and (y) have received an executed Assignment Agreement with respect
to such Manufacturer Program for such model year.


 


(c) Prior to the leasing of any Program
Vehicles under the HVF Lease subject to a Manufacturer Program of a new
Manufacturer, HVF will (i) have received an executed Assignment Agreement
with respect to such Manufacturer Program and (ii) have satisfied the
Rating Agency Condition with respect to each Series of Notes Outstanding
with respect to the leasing of Program Vehicles subject to such Manufacturer
Program under the HVF Lease.


 


41

















 


(d) HVF shall deliver to the Trustee,
the Lessor and the Rating Agencies promptly following the introduction of any
prospective material change in any existing Manufacturer Program or the
introduction of any new Manufacturer Program by an existing Manufacturer (other
than a Manufacturer Program for a new model year by an existing Manufacturer)
notice of the same describing the principal terms thereof.  If there is a material change to a
Manufacturer Program during a model year, HVF will satisfy the Rating Agency
Condition with respect to each Series of Notes Outstanding with respect to
the leasing of Program Vehicles subject to such Manufacturer Program, as so
changed, pursuant to the HVF Lease.


 


(e) HVF shall deliver to the Trustee a
copy of any rating confirmations required to be obtained pursuant to this Section 8.25.


 


(f) In no event shall HVF agree, to the
extent any consent of HVF is solicited or required by the Manufacturer or any
assignor of such Manufacturer Program, to any change in any Manufacturer
Program that is reasonably likely to materially adversely affect its rights or
the rights of the Noteholders with respect to any Program Vehicle previously
purchased or financed under such Manufacturer Program.


 


Section 8.26.  Disposition of HVF Vehicles.


 


(a) HVF will turn in, or cause to be
turned in, each Program Vehicle to the relevant Manufacturer within the
Repurchase Period therefor in accordance with the applicable Manufacturer
Program unless, prior to the end of such Repurchase Period, HVF sells such
Program Vehicle and receives sales proceeds thereof in cash plus, if the
related Manufacturer is an Eligible Program Manufacturer, non-return incentives
payable by such Manufacturer to HVF, in an amount at least equal to the
Repurchase Price that HVF would have received with respect to such Program
Vehicle if it had turned such Program Vehicle back to the Manufacturer.


 


(b) If a Non-Program Vehicle is returned
to HVF pursuant to Section 2.5(c) of the HVF Lease, HVF will use
commercially reasonable efforts to arrange for the prompt sale of such
Non-Program Vehicle and to maximize the sale price thereof.


 


Section 8.27.  Insurance.


 


HVF will obtain and maintain, or cause to be
obtained and maintained, with respect to the HVF Vehicles (i) comprehensive
public liability and property damage protection in respect of the possession,
condition, maintenance, operation and use of the HVF Vehicles, in the amount
required to meet the minimum financial responsibility requirements mandated by
applicable state law for each occurrence and (ii) catastrophic physical
damage insurance, in an amount not less than $50,000,000; provided, however that
HVF may rely on the Indemnification Agreement in lieu of obtaining and
maintaining the insurance required by clauses (i) and (ii) hereof
for so long as the Lessee is permitted to self-insure by applicable law.  All insurance policies (to the extent that
such policies relate to Vehicles with respect to which the Collateral Agent is
the lienholder pursuant to the Collateral Agency Agreement) obtained pursuant
to this Section 8.27 shall name the Collateral Agent as a loss
payee as its interest may appear.  HVF
shall provide that the Trustee and the Collateral Agent will receive at least
30 days’ prior written notice of any change or cancellation of such insurance
policies or arrangements.  Any


 


42

















 


insurance, as opposed to
self-insurance, obtained by HVF shall be obtained from a Qualified Insurer
only.


 


ARTICLE IX                            AMORTIZATION EVENTS AND REMEDIES


 


Section 9.1.  Amortization Events.


 


If any one of the following events shall
occur during the Revolving Period, the Accumulation Period or the Controlled
Amortization Period with respect to any Series of Notes (each, an “Amortization
Event”):


 


(a) the occurrence of an Event of
Bankruptcy with respect to Hertz Vehicles LLC, HGI, HVF or Hertz;


 


(b) the Securities and Exchange
Commission or other regulatory body having jurisdiction reaches a final
determination that Hertz Vehicles LLC, HGI or HVF is an “investment company” or
is under the “control” of an “investment company” under the Investment Company
Act;


 


(c) the HVF Lease is terminated for any
reason;


 


(d) any Lease Payment Default shall have
occurred;


 


(e) any Aggregate Asset Amount
Deficiency exists and continues for a period of three Business Days;


 


(f) any Operating Lease Event of Default
(other than a Lease Payment Default) shall have occurred and be continuing;


 


(g) there shall have been filed against
Hertz, Hertz Vehicles LLC, HGI or HVF (i) a notice of a federal tax lien
from the Internal Revenue Service, (ii) a notice of a Lien from the
Pension Benefit Guaranty Corporation under Section 412(n) of the Code
or Section 302(f) of ERISA for a failure to make a required
installment or other payment to a Plan to which either of such sections applies
or (iii) a notice of any other Lien (other than a Permitted Lien) that
could reasonably be expected to attach to the assets of Hertz Vehicles LLC, HVF
or any HVF Exchange Account and 30 days shall have elapsed without such notice
having been effectively withdrawn or such Lien having been released or
discharged;


 


(h) subject to Section 8.7(b) herein,
any of the Related Documents or any material portion thereof (other than any
Related Document which relates solely to any Segregated Series of Notes)
shall cease, for any reason, to be in full force and effect, enforceable in
accordance with its terms or Hertz, the Hertz Nominee, the HFC Nominee, Hertz
Vehicles LLC, HGI or HVF shall so assert in writing;


 


(i) any Servicer Default or any
Administrator Default shall have occurred; or


 


(j) any other event shall occur which
may be specified in any Series Supplement (other than a Segregated Series Supplement)
as an “Amortization Event”;


 


43

















 


then (i) in the case of any event
described in clause (f), (g), (h), (i) or (j) above
(with respect to clause (j) above, only to the extent such
Amortization Event is subject to waiver as set forth in the applicable Series Supplement),
either the Trustee, by written notice to HVF, or the Required Noteholders of
the applicable Series of Notes, by written notice to HVF and the Trustee,
may declare that an Amortization Event has occurred with respect to such Series of
Notes as of the date of the notice or (ii) in the case of any event
described in clause (a), (b), (c), (d) or (e) above,
an Amortization Event with respect to all Series of Notes then outstanding
shall immediately occur without any notice or other action on the part of the
Trustee or any Noteholder or (iii) in the case of any event described in clause
(j) above (only to the extent such Amortization Event is not subject
to waiver as set forth in the applicable Series Supplement), an
Amortization Event with respect to the related Series of Notes shall
immediately occur without any notice or other action on the part of the Trustee
or any Noteholder; provided, that, the events described in clauses (a) through
(i) above shall not cause an Amortization Event to occur with
respect to any Segregated Series of Notes (unless otherwise specified in
the Series Supplement for any such Segregated Series).


 


Section 9.2.  Rights of the Trustee upon Amortization
Event or Certain Other Events of Default.


 


(a) General.  If and whenever an Amortization Event with
respect to any Series of Notes Outstanding shall have occurred and be
continuing, the Trustee may and, at the written direction of the Requisite
Investors shall, exercise (or direct the Collateral Agent to exercise) from
time to time any rights and remedies available to it on behalf of the
Noteholders under applicable law or any Related Documents (other than any
Related Document or portion thereof relating solely to any Segregated Series of
Notes); provided, however, that if such Amortization Event is
with respect to less than all Series of Notes Outstanding, then the
Trustee’s rights and remedies pursuant to the provisions of this Section 9.2
shall, to the extent not detrimental to the rights of the holders of the Series of
Notes Outstanding with respect to which no Amortization Event shall have
occurred, be limited to rights and remedies pertaining only to those Series of
Notes with respect to which such Amortization Event has occurred and the
Trustee shall exercise such rights and remedies at the written direction of
Noteholders holding in excess of 50% of the aggregate Principal Amount of all
such Series of Notes with respect to which such Amortization Event has
occurred, to the extent that such rights and remedies relate to Collateral or
the Note Obligations.  Any amounts
relating to the Collateral or the Note Obligations obtained by the Trustee (or
by the Collateral Agent at the direction of the Trustee) on account of or as a
result of the exercise by the Trustee of any right shall be held by the Trustee
as additional collateral for the repayment of Note Obligations and shall be
applied as provided in Article 5. 
If so specified in the applicable Series Supplement, the Trustee
may agree not to exercise any rights or remedies available to it as a result of
the occurrence of an Amortization Event with respect to a Series of Notes
to the extent set forth therein.


 


(b) Liquidation Event of Default;
Limited Liquidation Event of Default. 
If a Liquidation Event of Default or a Limited Liquidation Event of
Default shall have occurred and be continuing (other than any Limited
Liquidation Event of Default relating solely to any Segregated Series of
Notes), the Trustee, at the written direction of the Requisite Investors (in
the case of a Liquidation Event of Default) or the Required Noteholders of the
applicable Series of Notes (in the case of a Limited Liquidation Event of
Default), shall direct HVF and the


 


44

















 


Collateral Agent to exercise (and HVF agrees to exercise) all rights,
remedies, powers, privileges and claims of HVF relating to the Collateral
against any party to any Related Documents (other than any Related Document
relating solely to any Segregated Series of Notes) arising as a result of
the occurrence of such Liquidation Event of Default or Limited Liquidation
Event of Default, as the case may be, or otherwise, including the right or
power to take any action to compel performance or observance by any such party
of its obligations to HVF as such obligations relate to the Collateral and the
right to terminate all or a portion of the HVF Lease and take possession of HVF
Vehicles and to give any consent, request, notice, direction, approval,
extension or waiver in respect of such HVF Lease, and any right of HVF to take
such action independent of such direction shall be suspended.  If and whenever a Liquidation Event of
Default or a Limited Liquidation Event of Default with respect to any Series of
Notes Outstanding shall have occurred and be continuing, the Trustee may and,
at the written direction of the Requisite Investors (in the case of a
Liquidation Event of Default) or the Required Noteholders of the applicable Series of
Notes (in the case of a Limited Liquidation Event of Default), shall direct HVF
to terminate (a) the Nominee Power of Attorney granted to Hertz and direct
the Nominee to grant a Nominee Power of Attorney to HVF, the Collateral Agent
or the Trustee, as specified by the Trustee, pursuant to Section 2(c) of
the Nominee Agreement, (b) the Power of Attorney granted to Hertz pursuant
to Section 2.6(b) of the Collateral Agency Agreement, (c) the
Hertz Nominee Power of Attorney granted to Hertz and direct the Hertz Nominee
to grant a Hertz Nominee Power of Attorney to the Trustee or the Collateral
Agent and/or (d) the HFC Nominee Power of Attorney granted to HFC and
direct the HFC Nominee to grant a HFC Nominee Power of Attorney to the Trustee
or the Collateral Agent, in each case solely to the extent such powers of
attorney relate to the Collateral.


 


(c) Manufacturer Programs and HVF
Vehicles.  (i)  Upon the
occurrence of a Liquidation Event of Default, the Trustee, at the written
direction of the Requisite Investors, shall promptly (and in any event within
any reasonably practicable period specified in such written direction) instruct
the Collateral Agent to return or cause HVF to return the Program Vehicles to
the related Manufacturers (after the minimum holding period specified in the
Manufacturer’s Manufacturer Program and, unless otherwise directed by the
Requisite Investors, so long as a Manufacturer Event of Default has not
occurred and is continuing with respect to the related Manufacturer) and then,
to the extent any Manufacturer fails to accept any such Program Vehicles under
the terms of the applicable Manufacturer Program (or, unless otherwise directed
by the Requisite Investors, if a Manufacturer Event of Default has occurred and
is continuing with respect to any Manufacturer), to direct the Collateral Agent
to liquidate or cause HVF to liquidate such Program Vehicles in accordance with
the rights of HVF under the Related Documents and to otherwise sell or cause to
be sold to third parties all Non-Program Vehicles.  Upon the occurrence of a Limited Liquidation
Event of Default with respect to any Series of Notes, the Trustee, acting
at the written direction of the Required Noteholders of the applicable Series of
Notes, shall promptly (and in any event within any reasonably practicable
period specified in such written direction) instruct the Collateral Agent to
return or cause HVF to return Program Vehicles to the related Manufacturers
(after the minimum holding period specified in the Manufacturer’s Manufacturer
Program and, unless otherwise directed by such Required Noteholders, so long as
a Manufacturer Event of Default has not occurred and is continuing with respect
to the related Manufacturer) and then, to the extent any Manufacturer fails to
accept any such Program Vehicles under the terms of the applicable Manufacturer
Program (or, unless otherwise directed by such Required Noteholders, if a
Manufacturer Event of Default has


 


45

















 


occurred and is continuing with respect to any Manufacturer), to direct
the Collateral Agent to liquidate or cause HVF to liquidate such Program
Vehicles in accordance with the rights of HVF under the Related Documents and to
sell Non-Program Vehicles or cause Non-Program Vehicles to be sold to third
parties in an amount sufficient to pay all interest and principal on such Series of
Notes; provided, however, that the Collateral Agent, the
Trustee and HVF shall select the Program Vehicles to be returned to the related
Manufacturers and the Non-Program Vehicles to be sold to third parties in a
manner that does not adversely affect in any material respect the interests of
the Noteholders of any Series of Notes Outstanding or any Enhancement
Provider.


 


(ii)                                  In addition to,
and not in limitation of, the remedies and duties of the Trustee set forth in subsection
(i) above or (iii) below, if a Liquidation Event of
Default or a Limited Liquidation Event of Default shall have occurred and be
continuing, the Trustee may, and at the written direction of the Requisite
Investors (in the case of a Liquidation Event of Default) or at the direction
of the Required Noteholders of the applicable Series of Notes (in the case
of a Limited Liquidation Event of Default) shall direct the Collateral Agent to
exercise, or cause HVF to exercise, to the extent necessary, all rights,
remedies, powers, privileges and claims of HVF or the Collateral Agent, to the
extent such rights, remedies, powers, privileges and claims relate to the
Collateral, against the Manufacturers under or in connection with the
Manufacturer Programs.


 


(iii)                               In the event
that either (A) an Event of Bankruptcy with respect to any Manufacturer of
Program Vehicles shall have occurred and is continuing and such Manufacturer
shall fail to repurchase any Program Vehicles in accordance with the terms of
the related Manufacturer Program and a Trust Officer has actual knowledge
thereof or (B) if there has occurred and is continuing any other Manufacturer
Event of Default and a Trust Officer has knowledge thereof, the Trustee shall
direct the Collateral Agent to sell or cause HVF to sell any and all Program
Vehicles covered by the related Manufacturer Program of such Manufacturer for
the highest purchase price offered and, promptly upon receipt, to deposit the
proceeds of such sale into the Collection Account for allocation hereunder; provided, however,
that if any event described in clause (A) or (B) above
occurs, HVF shall have three Business Days from such occurrence to redesignate
such Program Vehicles as Non-Program Vehicles in accordance with, and subject
to the terms and conditions of, Section 2.6 of the HVF Lease before the
Trustee may direct the Collateral Agent to sell any such Program Vehicles.


 


(d) Failure of HVF or the Collateral
Agent to Take Action.  If (i) HVF
or the Collateral Agent shall have failed, within 10 Business Days of receiving
the direction of the Trustee, to take commercially reasonable action to
accomplish directions of the Trustee given pursuant to clauses (b) or (c) above,
(ii) HVF or the Collateral Agent refuses to take such action or (iii) the
Trustee reasonably determines that such action must be taken immediately, the
Trustee may (and at the written direction of the Required Noteholders of the
affected Series of Notes (with respect to any Limited Liquidation Event of
Default) or the Requisite Investors (with respect to any Liquidation Event of
Default) shall) take such previously directed action (and any related action as
permitted under this Indenture thereafter determined by the Trustee to be
appropriate without the need under this provision or any other provision under
this Indenture to direct HVF or the Collateral Agent to take such action).  The Trustee may direct the Collateral Agent
to institute legal proceedings for the appointment of a receiver or receivers
to take


 


46

















 


possession of the HVF Vehicles pending the sale thereof pursuant either
to the powers of sale granted by this Indenture, the Collateral Agency
Agreement and the other Related Documents or to a judgment, order or decree
made in any judicial proceeding for the foreclosure or involving the
enforcement of this Indenture.


 


(e) Sale of Collateral.  Upon any sale of any of the Collateral
directly by the Trustee, or by the Collateral Agent at the direction of the
Trustee, whether made under the power of sale given under this Section 9.2
or under judgment, order or decree in any judicial proceeding for the
foreclosure or involving the enforcement of this Indenture:


 


(i)                       the Trustee,
any Indenture Noteholder and/or any Enhancement Provider may bid for and
purchase the property being sold, and upon compliance with the terms of sale
may hold, retain and possess and dispose of such property in its own absolute
right without further accountability;


 


(ii)                    the Trustee, or
the Collateral Agent at the direction of the Trustee, may make and deliver to
the purchaser or purchasers a good and sufficient deed, bill of sale and
instrument of assignment and transfer of the property sold;


 


(iii)                 all right,
title, interest, claim and demand whatsoever, either at law or in equity or
otherwise, of HVF of, in and to the property so sold shall be divested; and
such sale shall be a perpetual bar both at law and in equity against HVF, its
successors and assigns, and against any and all Persons claiming or who may
claim the property sold or any part thereof from, through or under HVF or its
successors or assigns;


 


(iv)                the receipt of the
Trustee or of the officer thereof making such sale shall be a sufficient
discharge to the purchaser or purchasers at such sale for his or their purchase
money, and such purchaser or purchasers, and his or their assigns or personal
representatives, shall not, after paying such purchase money and receiving such
receipt of the Trustee or of such officer therefor, be obliged to see to the
application of such purchase money or be in any way answerable for any loss,
misapplication or nonapplication thereof; and


 


(v)                   to the extent
that it may lawfully do so, HVF agrees that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any appraisal, valuation, stay, extension or redemption laws, or
any law permitting it to direct the order in which the HVF Vehicles shall be
sold, now or at any time hereafter in force, which may delay, prevent or
otherwise affect the performance or enforcement of this Indenture.


 


(f) Additional Remedies.  In addition to any rights and remedies now or
hereafter granted hereunder or under applicable law with respect to the
Collateral, the Trustee shall (subject to the foregoing provisions in respect
of the HVF Vehicles) have all of the rights and remedies of a secured party under
the UCC as enacted in any applicable jurisdiction.


 


(g) Amortization
Event.  Upon the occurrence of an
Amortization Event with respect to one or more, but not all, Series of
Notes Outstanding, the Trustee shall exercise all remedies hereunder to the extent
necessary to pay all interest on and principal of the related


 


47

















 


Series of Notes; provided that
any such actions shall not adversely affect in any material respect the
interests of the Noteholders of any Series of Notes Outstanding with
respect to which no Amortization Event shall have occurred and shall not
adversely affect in any material respect the interests of the Segregated
Noteholders of any Segregated Series of Notes Outstanding.


 


(h) Segregated Series.  Upon the occurrence of an Amortization Event
relating to any Outstanding Segregated Series of Notes, the Trustee shall
limit any recourse hereunder to the related Series-Specific Collateral in
satisfying the payment of interest and principal due on such Segregated Series of
Notes.  For all purposes hereunder and
for the avoidance of doubt, the Required
Noteholders with respect to any Segregated Series of Notes may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Series-Specific Collateral relating to such Segregated Series of
Notes; provided that any such actions shall not adversely affect
in any material respect the interests of the Segregated Noteholders of any
other Segregated Series of Notes Outstanding and shall not adversely
affect in any material respect the interests of the Noteholders.


 


Section 9.3.  Other Remedies.


 


Subject to the terms and conditions of this Indenture,
if an Amortization Event occurs and is continuing (other than any Amortization
Event relating solely to any Segregated Series of Notes), the Trustee may
pursue any remedy available to it on behalf of the Noteholders under applicable
law or in equity to collect the payment of principal of or interest on the
Notes of each Series of Notes (or the applicable Series of Notes, in
the case of an Amortization Event that affects less than all Series of
Notes) or to enforce the performance of any provision of such Notes, this
Indenture or any Series Supplement with respect such Series of
Notes.  In addition, the Trustee may, or
shall at the written direction of the Requisite Investors (or the Required
Noteholders of one or more Series of Notes, in the case of an Amortization
Event that affects only such Series of Notes), direct the Collateral Agent
or HVF to exercise any rights or remedies available under any Related Documents
(other than any Related Document relating solely to any Segregated Series of
Notes) or under applicable law or in equity with respect to that Series of
Notes, in each case to the extent relating to the Collateral or the Note
Obligations; provided that any such actions shall not adversely affect
in any material respect the interests of the Noteholders of any Notes
Outstanding with respect to which no Amortization Event shall have occurred and
shall not adversely affect in any material respect the interests of the
Segregated Noteholders of any Segregated Series of Notes Outstanding.


 


The Trustee may maintain a proceeding even if
it does not possess any of the Notes or does not produce any of them in the
proceeding, and any such proceeding instituted by the Trustee shall be in its
own name as trustee.  All remedies are
cumulative to the extent permitted by law.


 


Section 9.4.  Waiver of Past Events.


 


Subject to Section 12.2, the
Noteholders of any Series of Notes owning an aggregate Principal Amount of
Notes in excess of 66 2/3% of the aggregate Principal Amount of the Outstanding
Notes of such Series, by notice to the Trustee, may waive any existing
Potential


 


48














 


Amortization Event or
Amortization Event described in clause (f), (g), (h), (i) or
(j) of Section 9.1 (with respect to clause (j),
only to the extent subject to waiver as provided in the applicable Series Supplement)
which relate to such Series and its consequences.  Upon any such waiver, such Potential
Amortization Event shall cease to exist with respect to such Series, and any
Amortization Event with respect to such Series arising therefrom shall be
deemed to have been cured for every purpose of this Indenture, but no such
waiver shall extend to any subsequent or other Potential Amortization Event or
impair any right consequent thereon.  A
Potential Amortization Event or an Amortization Event described in clause
(a), (b), (c), (d), (e) or (j) of
Section 9.1 (with respect to clause (j), only to the
extent not subject to waiver as set forth in the applicable Series Supplement)
shall not be subject to waiver.  The Trustee shall provide notice to each
Rating Agency of any waiver by the Noteholders of any Series pursuant to Section 9.4.  The provisions relating to the waiver of
Amortization Events and Potential Amortization Events with respect to any
Segregated Series shall be set forth in the related Segregated Series Supplement.


 


Section 9.5.  Control by Requisite Investors.


 


The Requisite Investors (or, to the extent
such remedy relates only to a particular Series of Notes, the Required
Noteholders of such Series) may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee on behalf of the
Noteholders or exercising any trust or power conferred on the Trustee.  However, subject to Section 10.1,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that the Trustee determines may be unduly prejudicial to the rights
of other Indenture Noteholders, or that may involve the Trustee in personal
liability.


 


Section 9.6.  Limitation on Suits.


 


Any other provision of this Indenture to the
contrary notwithstanding, an Indenture Noteholder may pursue a remedy with
respect to this Indenture or the Indenture Notes of such Series of
Indenture Notes only if:


 


(a) the Indenture Noteholder gives to
the Trustee written notice of a continuing Amortization Event with respect to
such Series of Indenture Notes;


 


(b) the Indenture Noteholders of at
least 25% of the aggregate Principal Amount of all then Outstanding Indenture
Notes of such Series of Indenture Notes make a written request to the
Trustee to pursue the remedy;


 


(c) such Indenture Noteholder or
Indenture Noteholders offer and, if requested, provide to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;


 


(d) the Trustee does not comply with the
request within 60 days after receipt of the request and the offer and, if
requested, the provision of indemnity; and


 


(e) during such 60-day period the
Required Noteholders of such Series of Indenture Notes do not give the
Trustee a direction inconsistent with the request.


 


49

















 


An Indenture Noteholder may not use this
Indenture to prejudice the rights of another Indenture Noteholder or to obtain
a preference or priority over another Indenture Noteholder.


 


Section 9.7.  Unconditional Rights of Holders to Receive
Payment.


 


Notwithstanding any other provision of this
Indenture, the right of any Indenture Noteholder of an Indenture Note to
receive payment of principal of and interest on the Indenture Note, on or after
the respective due dates expressed in the Indenture Note, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Indenture Noteholder (it being understood that Noteholders have
consented to the limitations of their rights with respect to the
Series-Specific Collateral as set forth herein and the Segregated Noteholders
of each Segregated Series of Notes have consented to the limitation of
their rights with respect to the Collateral and Series-Specific Collateral
securing any other Segregated Series of Notes as set forth herein).


 


Section 9.8.  Collection Suit by the Trustee.


 


If any Amortization Event arising from the
failure to make a payment in respect of a Series of Notes occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against HVF for the whole amount of principal
and interest remaining unpaid on the Notes of such Series and interest on
overdue principal and, to the extent lawful, interest and such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; provided, that the Trustee shall not be
permitted to recover such a judgment from any Series-Specific Collateral.


 


Section 9.9.  The Trustee May File Proofs of Claim.


 


The Trustee is authorized to file such proofs
of claim and other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Noteholders relating to the Collateral or the Note Obligations
allowed in any judicial proceedings relative to HVF (or any other obligor upon
the Notes), its creditors or its property, and shall be entitled and empowered
to collect, receive and distribute any money or other property payable or
deliverable on any such claim and any custodian in any such judicial proceeding
is hereby authorized by each Noteholder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to such Noteholders, to pay the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 10.5.  To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 10.5
out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of,
any and all distributions, dividends, money and other properties which such
Noteholders may be entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any


 


50

















 


such Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes of
any Noteholder or the rights of any such Noteholder thereof, or to authorize
the Trustee to vote in respect of the claim of any such Noteholder in any such
proceeding.


 


Section 9.10.  Priorities.


 


If the Trustee collects any money pursuant to
this Article, the Trustee shall pay out the money in accordance with the
provisions of Article 5.


 


Section 9.11.  Undertaking for Costs.


 


In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of any undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant.  This Section does
not apply to a suit by the Trustee, a suit by an Indenture Noteholder pursuant
to Section 9.7, or a suit by Indenture Noteholders of more than 10%
of the aggregate Principal Amount of all then Outstanding Indenture Notes.


 


Section 9.12.  Rights and Remedies Cumulative.


 


No right or remedy herein conferred upon or reserved
to the Trustee or to the holders of Indenture Notes is intended to be exclusive
of any other right or remedy, and every right or remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given under this Indenture or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy under this Indenture, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


Section 9.13.  Delay or Omission Not Waiver.


 


No delay or omission of the Trustee or of any
holder of any Indenture Note to exercise any right or remedy accruing upon any
Amortization Event shall impair any such right or remedy or constitute a waiver
of any such Amortization Event or an acquiescence therein.  Every right and remedy given by this Article 9
or by law to the Trustee or to the holders of Indenture Notes may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the holders of Indenture Notes, as the case may be.


 


Section 9.14.  Reassignment of Surplus.


 


After termination of this Indenture and the
payment in full of the Note Obligations, any proceeds of the Collateral
received or held by the Trustee shall be turned over to HVF and the Indenture
Collateral shall be reassigned to HVF by the Trustee without recourse to the
Trustee and without any representations, warranties or agreements of any kind.


 


51

















 


ARTICLE X                                THE TRUSTEE


 


Section 10.1.  Duties of the Trustee.


 


(a) If an Amortization Event has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs; provided, however,
that the Trustee shall have no liability in connection with any action or
inaction taken, or not taken, by it upon the deemed occurrence of an
Amortization Event of which a Trust Officer has not received written
notice.  The preceding sentence shall not
have the effect of insulating the Trustee from liability arising out of the
Trustee’s negligence or willful misconduct.


 


(b) Except during the occurrence and
continuance of an Amortization Event:


 


(i)                       The Trustee
undertakes to perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


(ii)                    In the absence
of bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; however, in the case of any such certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine such
certificates or opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).  Except as otherwise provided, the delivery of
reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including HVF’s compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 


(c) The Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:


 


(i)                       This clause
does not limit the effect of clause (b) of this Section 10.1.


 


(ii)                    The Trustee
shall not be liable for any error of judgment made in good faith by a Trust
Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts.


 


(iii)                 The Trustee
shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with a direction received by it pursuant to Section 9.3.


 


52

















 


(iv)                The Trustee
shall not be charged with knowledge of any default by any Person in the
performance of its obligations under any Related Document, unless a Trust
Officer receives written notice of such failure from HVF, Hertz or any
Indenture Noteholder or otherwise has actual knowledge thereof.


 


(d) Notwithstanding anything to the
contrary contained in this Indenture or any of the Related Documents, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability (financial or otherwise) if there are reasonable
grounds (as determined by the Trustee in its sole discretion) for believing
that the repayment of such funds is not reasonably assured to it by the
security afforded to it by the terms of this Indenture.  The Trustee may refuse to perform any duty or
exercise any right or power unless it receives indemnity satisfactory to it
against any risk, loss, liability or expense.


 


(e) In the event that the Paying Agent
or the Registrar shall fail to perform any obligation, duty or agreement in the
manner or on the day required to be performed by the Paying Agent or the
Registrar, as the case may be, under this Indenture, the Trustee shall be
obligated as soon as practicable upon actual knowledge of a Trust Officer
thereof and receipt of appropriate records and information, if any, to perform
such obligation, duty or agreement in the manner so required.


 


(f) Subject to Section 10.3,
all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law or
the Related Documents.


 


(g) Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct of,
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 10.1.


 


(h) Beyond the exercise of reasonable
care in the custody thereof, the Trustee shall have no duty as to any
Collateral in its possession or control or in the possession or control of any
agent or bailee or any income thereon or as to the preservation of rights
against prior parties or any other rights pertaining thereto and, unless
directed by the Required Noteholders of any Series of Notes Outstanding,
the Trustee shall not be responsible for filing any financing or continuation
statements or recording any documents or instruments in any public office at
any time or times or otherwise perfecting or maintaining the perfection of any
securities interest in the Collateral. 
The Trustee shall be deemed to have exercised reasonable care in the
custody of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords its own property and
shall not be liable or responsible for any loss or diminution in the value of
any of the Collateral, by reason of the act or omission or any carrier,
forwarding agency or other agent or bailee selected by the Trustee with due
care in good faith.


 


(i) The Trustee shall not be responsible
for the existence, genuineness or value of any of the Collateral or for the
validity, perfection, priority or enforceability of the Liens in any of the Collateral,
whether impaired by operation of law or by reason of any action or omission to
act on its part hereunder, except to the extent such action or omission
constitutes negligence, bad faith or willful misconduct on the part of the
Trustee, for the validity or sufficiency of the


 


53

















 


Collateral or any agreement or assignment contained therein, for the
validity of the title of HVF to the Collateral, for insuring the Collateral or
for the payment of taxes, charges, assessments or Liens upon the Collateral or
otherwise as to the maintenance of the Collateral.  Except as otherwise provided herein, the
Trustee shall have no duty to inquire as to the performance or observance of
any of the terms of this Indenture or the Related Documents by HVF or the
Collateral Agent.


 


Section 10.2.  Rights of the Trustee.


 


Except as otherwise provided by Section 10.1:


 


(a) The Trustee may conclusively rely
and shall be fully protected in acting or refraining from acting based upon any
document believed by it to be genuine and to have been signed by or presented
by the proper person.


 


(b) The Trustee may consult with counsel
of its selection and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.


 


(c) The Trustee may act through agents,
custodians and nominees and shall not be liable for any misconduct or negligence
on the part of, or for the supervision of, any such agent, custodian or nominee
so long as such agent, custodian or nominee is appointed with due care.  The appointment of agents (other than legal
counsel) pursuant to this subsection (c) shall be subject to the
prior consent of HVF, which consent shall not be unreasonably withheld.


 


(d) The Trustee shall not be liable for
any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers conferred upon it by this Indenture.


 


(e) The Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture or any Series Supplement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction
of any of the Indenture Noteholders, pursuant to the provisions of this
Indenture or any Series Supplement, unless such Indenture Noteholders
shall have offered to the Trustee reasonable security or indemnity satisfactory
to the Trustee against the costs, expenses and liabilities which may be
incurred therein or thereby; nothing contained herein shall, however, relieve
the Trustee of the obligations, upon the occurrence of a default by the Lessee,
the Servicer, the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI or
HVF (which has not been cured), to exercise such of the rights and powers
vested in it by this Indenture or any Series Supplement, and to use the
same degree of care and skill in their exercise as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.


 


(f) The Trustee shall not be bound to
make any investigation into the facts of matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing
so to do by the Required Noteholders of any Series of Indenture Notes. If
the Trustee is so requested by the Required Noteholders or determines in its
own discretion to make such further


 


54

















 


inquiry or investigation into such facts or matters as it sees fit, the
Trustee shall be entitled, upon reasonable notice and upon reasonable request,
to examine the books, records and premises of HVF, personally or by agent or
attorney, at the sole cost of HVF and the Trustee shall incur no liability by
reason of such inquiry or investigation.


 


(g) The Trustee shall not be liable for
any losses or liquidation penalties in connection with Permitted Investments,
unless such losses or liquidation penalties were incurred through the Trustee’s
own willful misconduct, negligence or bad faith.


 


(h) The Trustee shall not be liable for
the acts or omissions of any successor to the Trustee so long as such acts or
omissions were not the result of the negligence, bad faith or willful
misconduct of the predecessor Trustee.


 


(i) The Trustee shall not be required to
take any action pursuant to any request or direction of HVF unless such request
or direction is sufficiently evidenced by a Company Request or Company Order.


 


(j) Whenever in the administration of
this Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, conclusively rely upon an Officer’s
Certificate.


 


(k) The rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each agent, custodian and
other person employed to act hereunder.


 


(l) The Trustee may request that HVF
deliver an incumbency certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant
to this Indenture, which incumbency certificate may be signed by any person authorized
to sign an Officer’s Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded.


 


(m) In acting under this Base Indenture
and any Series Supplement, the Trustee may obtain a written direction from
the Servicer to clarify the identification of any Collateral or Series-Specific
Collateral and the related beneficiaries thereof.


 


(n) In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software or hardware
services); it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


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Section 10.3.  Individual Rights of the Trustee.


 


The Trustee in its individual or any other
capacity may become the owner or pledgee of Indenture Notes and may otherwise
deal with HVF or an Affiliate of HVF with the same rights it would have if it
were not Trustee.  Any Agent may do the
same with like rights.


 


Section 10.4.  Notice of Amortization Events and
Potential Amortization Events.


 


If an Amortization Event or a Potential
Amortization Event with respect to any Series of Indenture Notes
Outstanding occurs and is continuing of which a Trust Officer shall have
received written notice, the Trustee shall promptly (and in any event within
five (5) Business Days) provide the Noteholders, HVF and each Rating
Agency with notice of such Amortization Event or Potential Amortization Event,
to the extent that the Notes of such Series are Book-Entry Notes, by
telephone and facsimile and otherwise by first class mail.


 


Section 10.5.  Compensation.


 


(a) HVF shall promptly pay to the
Trustee from time to time compensation for its acceptance of this Indenture and
services hereunder as the Trustee and HVF shall from time to time agree in
writing.  The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express
trust.  HVF shall reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services.  Such expenses shall include (i) the
reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel and (ii) the reasonable expenses of the Trustee’s agents.


 


(b) HVF shall not be required to
reimburse any expense or indemnify the Trustee against any loss, liability, or
expense incurred by the Trustee through the Trustee’s own willful misconduct or
negligence.


 


(c) When the Trustee incurs expenses or
renders services after an Amortization Event occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Code.


 


(d) The provisions of this Section 10.5
shall survive the termination of this Indenture and the resignation and removal
of the Trustee.


 


Section 10.6.  Replacement of the Trustee.


 


(a) A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee’s acceptance of appointment as provided in this Section 10.6.


 


(b) The Trustee may, after giving
forty-five (45) days prior written notice to HVF, each Indenture Noteholder and
each Rating Agency, resign at any time and be discharged from the trust hereby
created; provided, however, that no such resignation of the
Trustee shall be effective until a successor trustee has assumed the
obligations of the Trustee hereunder. 
The Requisite Indenture Investors and Requisite Investors, acting
together, may remove the Trustee


 


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with respect to the trust hereby created at any time by so notifying
the Trustee and HVF.  So long as no
Amortization Event has occurred and is continuing with respect to any Series of
Outstanding Indenture Notes, HVF may remove the Trustee at any time.  HVF shall remove the Trustee if:


 


(i)                       the Trustee
fails to comply with Section 10.8;


 


(ii)                    the Trustee is
adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under the Bankruptcy Code;


 


(iii)                 a custodian or
public officer takes charge of the Trustee or its property; or


 


(iv)                the Trustee
becomes incapable of acting.


 


If the Trustee resigns or is removed or if a
vacancy exists in the office of the Trustee for any reason, HVF shall promptly
appoint a successor Trustee.  Within one
year after the successor Trustee takes office, the Requisite Indenture
Investors and Requisite Investors, acting together, may appoint a successor
Trustee to replace the successor Trustee appointed by HVF.


 


(c) If a successor Trustee does not take
office within 30 days after the retiring Trustee resigns or is removed, the
retiring Trustee, at the expense of HVF, HVF or any Indenture Noteholder may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.


 


(d) If the Trustee after written request
by any Indenture Noteholder fails to comply with Section 10.8, such
Indenture Noteholder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


(e) A successor Trustee shall deliver a
written acceptance of its appointment to the retiring Trustee or removed
Trustee and to HVF.  Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture and any Series Supplement (unless otherwise provided
in a Series Supplement relating to a Segregated Series).  The successor Trustee shall mail a notice of
its succession to Indenture Noteholders. 
The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee; provided, however, that all
sums owing to the retiring Trustee hereunder have been paid.  Notwithstanding replacement of the Trustee
pursuant to this Section 10.6, HVF’s obligations under Section 10.5
shall continue for the benefit of the retiring Trustee.


 


Section 10.7.  Successor Trustee by Merger, etc.


 


Subject to Section 10.8, if the
Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.


 


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Section 10.8.  Eligibility Disqualification.


 


(a) There shall at all times be a
Trustee hereunder which shall (i) be a corporation organized and doing
business under the laws of the United States of America or of any state thereof
authorized under such laws to exercise corporate trustee power and (ii) be
subject to supervision or examination by Federal or state authority and shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition.


 


(b) At any time the Trustee shall cease
to satisfy the eligibility requirements of Section 10.8(a) above,
the Trustee shall resign immediately in the manner and with the effect
specified in Section 10.6.


 


Section 10.9.  Appointment of Co-Trustee or Separate
Trustee.


 


(a) Notwithstanding any other provisions
of this Indenture or any Series Supplement, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the
Indenture Collateral may at the time be located, the Trustee shall have the
power and may execute and deliver all instruments to appoint one or more
persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the Indenture Collateral, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Indenture Collateral, or any part thereof, and, subject to
the other provisions of this Section 10.9, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or
desirable.  No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 10.8 and no notice to Indenture
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 10.6. 
No co-trustee shall be appointed without the consent of HVF unless such
appointment is required as a matter of state law or to enable the Trustee to
perform its functions hereunder.


 


(b) Every separate trustee and
co-trustee shall, to the extent permitted by law, be appointed and act subject
to the following provisions and conditions:


 


(i)                       The Indenture
Notes of each Series of Indenture Notes shall be authenticated and
delivered solely by the Trustee or an authenticating agent appointed by the
Trustee;


 


(ii)                    All rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be
conferred or imposed upon and exercised or performed by the Trustee and such
separate trustee or co-trustee jointly (it being understood that such separate
trustee or co-trustee is not authorized to act separately without the Trustee
joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed, the
Trustee shall be incompetent or unqualified to perform, such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Indenture Collateral or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Trustee;


 


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(iii)                 No trustee
hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder; and


 


(iv)                The Trustee may
at any time accept the resignation of or remove any separate trustee or
co-trustee.


 


(c) Any notice, request or other writing
given to the Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to each of
them.  Every instrument appointing any
separate trustee or co-trustee shall refer to this Indenture and the conditions
of this Article 10.  Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein,
subject to all the provisions of this Indenture and any Series Supplement,
specifically including every provision of this Indenture or any Series Supplement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee.  Every such instrument
shall be filed with the Trustee and a copy thereof given to HVF.


 


(d) Any separate trustee or co-trustee
may at any time constitute the Trustee, its agent or attorney-in-fact with full
power and authority, to the extent not prohibited by law, to do any lawful act
under or in respect to this Indenture or any Series Supplement on its
behalf and in its name.  If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed,
all of its estates, properties, rights, remedies and trusts shall vest in and
be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


Section 10.10.  Representations and Warranties of Trustee.


 


The Trustee represents and warrants to HVF
and the Indenture Noteholders that:


 


(i)                       The Trustee is
a national banking association, organized, existing and in good standing under
the laws of the State of New York;


 


(ii)                    The Trustee has
full power, authority and right to execute, deliver and perform this Indenture
and any Series Supplement issued concurrently with this Indenture and to
authenticate the Indenture Notes, and has taken all necessary action to
authorize the execution, delivery and performance by it of this Indenture and
any Series Supplement issued concurrently with this Indenture and to
authenticate the Indenture Notes;


 


(iii)                 This Indenture
has been duly executed and delivered by the Trustee; and


 


(iv)                The Trustee
meets the requirements of eligibility as a trustee hereunder set forth in Section 10.8.


 


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Section 10.11.  HVF Indemnification of the Trustee.


 


HVF shall indemnify and hold harmless the
Trustee or any predecessor Trustee and their respective directors, officers,
agents and employees from and against any loss, liability, claim, expense
(including taxes, other than taxes based upon, measured by or determined by the
income of the Trustee or such predecessor Trustee), damage or injury suffered
or sustained by reason of any acts, omissions or alleged acts or omissions
arising out of or in connection with the activities of the Trustee or such
predecessor Trustee pursuant to this Indenture or any Series Supplement,
including but not limited to any judgment, award, settlement, reasonable
attorneys’ fees and other costs or expenses reasonably incurred in connection
with the defense of any actual or threatened action, proceeding, claim (whether
asserted by HVF or any Indenture Noteholder or any other Person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, or in connection with enforcing the provisions of this Section 10.11;
provided, however, that HVF shall not indemnify the Trustee,
any predecessor Trustee or their respective directors, officers, employees or
agents if such acts, omissions or alleged acts or omissions constitute bad
faith or negligence by the Trustee or such predecessor Trustee, as the case may
be.  The indemnity provided herein shall
survive the termination of this Indenture and the resignation and removal of
the Trustee.


 


ARTICLE XI                            DISCHARGE OF INDENTURE


 


Section 11.1.  Termination of HVF’s Obligations.


 


(a) This Indenture shall cease to be of
further effect (except that (i) HVF’s obligations under Section 10.5
and Section 10.11, (ii) the Trustee’s and Paying Agent’s
obligations under Section 11.3 and (iii) the Indenture
Noteholders’ and the Trustee’s obligations under Section 13.15 shall
survive) when all Outstanding Indenture Notes theretofore authenticated and
issued (other than destroyed, lost or stolen Indenture Notes which have been
replaced or paid) have been delivered to the Trustee for cancellation and HVF
has paid all sums payable hereunder.


 


(b) In addition, except as may be
provided to the contrary in any Series Supplement, HVF may terminate all
of its obligations under this Indenture if:


 


(i)                       HVF irrevocably
deposits in trust with the Trustee or at the option of the Trustee, with a
trustee reasonably satisfactory to the Trustee and HVF under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee,
money or U.S. Government Obligations in an amount sufficient, in the opinion of
a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, to pay,
when due, principal and interest on the Indenture Notes to maturity or
redemption, as the case may be, and to pay all other sums payable by it hereunder;
provided, however, that (1) the trustee of the
irrevocable trust shall have been irrevocably instructed to pay such money or
the proceeds of such U.S. Government Obligations to the Trustee and (2) the
Trustee shall have been irrevocably instructed to apply such money or the
proceeds of such U.S. Government Obligations to the payment of said principal
and interest with respect to the Indenture Notes;


 


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(ii)                    HVF delivers to
the Trustee an Officer’s Certificate of HVF stating that all conditions
precedent to satisfaction and discharge of this Indenture have been complied
with, and an Opinion of Counsel to the same effect;


 


(iii)                 HVF delivers to
the Trustee an Officer’s Certificate of HVF stating that no Potential
Amortization Event or Amortization Event shall have occurred and be continuing
on the date of such deposit; and


 


(iv)                the Rating
Agency Condition with respect to each Series of Indenture Notes
Outstanding shall have been satisfied with respect to such deposit and
termination of obligations pursuant to this Section 11.1.


 


Then, this Indenture shall cease to be of
further effect (except as provided in this Section 11.1), and the
Trustee, on demand of HVF, shall execute proper instruments acknowledging confirmation
of and discharge under this Indenture.


 


(c) After such irrevocable deposit made
pursuant to Section 11.1(b) and satisfaction of the other
conditions set forth herein, the Trustee upon request shall acknowledge in
writing the discharge of HVF’s obligations under this Indenture except for
those surviving obligations specified above.


 


In order to have money available on a payment
date to pay principal or interest on the Indenture Notes, the U.S. Government
Obligations shall be payable as to principal or interest at least one Business
Day before such payment date in such amounts as will provide the necessary
money.  U.S. Government Obligations shall
not be callable at the issuer’s option.


 


(d) The representations and warranties
set forth in Article 7 of this Indenture shall survive for so long
as any Series of Notes are Outstanding, and may not be waived with respect
to any Series of Notes Outstanding.


 


Section 11.2.  Application of Trust Money.


 


The Trustee or a trustee satisfactory to the
Trustee and HVF shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 11.1.  The Trustee shall apply the deposited money
and the money from U.S. Government Obligations through the Paying Agent in
accordance with this Indenture to the payment of principal and interest on the
Indenture Notes.  The provisions of this Section 11.2
shall survive the expiration or earlier termination of this Indenture.


 


Section 11.3.  Repayment to HVF.


 


The Trustee and the Paying Agent shall
promptly pay to HVF upon written request any excess money or, pursuant to Sections
2.10 and 2.14, return any Indenture Notes held by them at any time.


 


Subject to Section 2.6(c), the
Trustee and the Paying Agent shall pay to HVF upon written request any money
held by them for the payment of principal or interest that remains unclaimed
for two years after the date upon which such payment shall have become due.


 


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The provisions of this Section 11.3
shall survive the expiration or earlier termination of this Indenture.


 


ARTICLE XII                        AMENDMENTS


 


Section 12.1.  Without Consent of the Noteholders.


 


(a) Without the consent of any Indenture
Noteholder, HVF and the Trustee, at any time and from time to time, may enter
into one or more Supplements hereto, in form satisfactory to the Trustee, for
any of the following purposes:


 


(i)                       to create a new
Series of Indenture Notes (including, without limitation, making such
modifications to this Base Indenture and the other Related Documents as may be
required to issue a Segregated Series of Notes);


 


(ii)                    to add to the
covenants of HVF for the benefit of any Indenture Noteholders (and if such
covenants are to be for the benefit of less than all Series of Indenture
Notes, stating that such covenants are expressly being included solely for the
benefit of such Series of Indenture Notes) or to surrender any right or
power herein conferred upon HVF (provided, however, that HVF will
not pursuant to this subsection 12.1(a)(ii) surrender any right or
power it has under the Related Documents;


 


(iii)                 to mortgage,
pledge, convey, assign and transfer to the Trustee any property or assets as
security for the Notes or any Segregated Series of Notes and to specify
the terms and conditions upon which such property or assets are to be held and
dealt with by the Trustee and to set forth such other provisions in respect
thereof as may be required by the Indenture or as may, consistent with the
provisions of the Indenture, be deemed appropriate by HVF and the Trustee, or
to correct or amplify the description of any such property or assets at any
time so mortgaged, pledged, conveyed and transferred to the Trustee;


 


(iv)                to cure any
ambiguity, defect, or inconsistency or to correct or supplement any provision
contained herein or in any Series Supplement or in any Indenture Notes
issued hereunder;


 


(v)                   to provide for
uncertificated Indenture Notes in addition to certificated Indenture Notes;


 


(vi)                to add to or
change any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Indenture Notes in bearer
form, registrable or not registrable as to principal, and with or without
interest coupons;


 


(vii)             to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Indenture Notes of one or more Series of Indenture Notes
and to add to or change any of the provisions of the Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee; or


 


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(viii)          to correct or
supplement any provision herein or in any Series Supplement which may be
inconsistent with any other provision herein or therein or to make any other
provisions with respect to matters or questions arising under this Indenture or
in any Series Supplement;


 


provided, however,
that, as evidenced by an Officer’s Certificate of HVF, such action shall not
adversely affect in any material respect the interests of any Indenture
Noteholder or Enhancement Provider.


 


(b) Upon the request of HVF and receipt
by the Trustee of the documents described in Section 2.2, the
Trustee shall join with HVF in the execution of any Series Supplement
authorized or permitted by the terms of this Indenture and shall make any
further appropriate agreements and stipulations which may be therein contained,
but the Trustee shall not be obligated to enter into such Series Supplement
which affects its own rights, duties or immunities under this Indenture or
otherwise.


 


Section 12.2.  With Consent of the Noteholders.


 


(a) Except as provided in Section 12.1,
the provisions of this Indenture and any Series Supplement (unless
otherwise provided in such Series Supplement) may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to in writing by HVF, the Trustee and the Requisite
Indenture Investors (or the Required Noteholders of a Series of Indenture
Notes, in respect of any amendment, modification or waiver to the Series Supplement
with respect to such Series of Indenture Notes or any amendment,
modification or waiver to the Indenture which materially adversely affects only
the Indenture Noteholders of such Series of Indenture Notes and does not
materially adversely affect the Indenture Noteholders of any other Series of
Indenture Notes, as substantiated by an Officer’s Certificate of HVF to such
effect); provided, that the Rating Agency Condition with respect to each
Series of Indenture Notes Outstanding shall have been satisfied with
respect to each such amendment or modification; provided, further
that (i) any amendment, modification or waiver of this Indenture that
materially and adversely affects only the Notes, as evidenced by an Officer’s
Certificate of HVF, shall require the consent of the Requisite Investors rather
than the Requisite Indenture Investors; (ii) this Indenture may be amended
by HVF without the consent of any Indenture Noteholders for the purpose of
amending the definition of the term “Ineligible Non-Investment Grade
Manufacturer Receivable Amount”; and (iii) HVF shall be permitted to issue
any Subordinated Series of Indenture Notes and effect any amendments
hereto reasonably necessary to effect such issuance without the consent of any
Indenture Noteholder (other than the Required Noteholders of each such
previously issued subordinated Series of Indenture Notes); provided
that the Rating Agency Condition with respect to each Series of Indenture
Notes Outstanding shall have been satisfied with respect to such issuance of
such Subordinated Series of Indenture Notes and that each such
Subordinated Series of Indenture Notes shall be deemed to be subordinated
in all material respects to each Segregated Series of Notes.


 


(b) Notwithstanding the foregoing (but
subject to the first proviso in the immediately preceding sentence):


 


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(i)                       any
modification of this Section 12.2, any requirement hereunder that
any particular action be taken by Indenture Noteholders holding the relevant
percentage in Principal Amount of the Indenture Notes or any change in the
definition of the terms “Aggregate Asset Amount”, “Aggregate Asset Amount
Deficiency”, “Eligible Manufacturer Program”, “Eligible Manufacturer”, “Eligible
Program Manufacturer”, “Ineligible Asset Amount”, “Limited Liquidation Event of
Default”, “Liquidation Event of Default” or “Manufacturer Program” or the
applicable amount of Enhancement shall require the consent of each Indenture
Noteholder materially adversely affected thereby;


 


(ii)                    any amendment,
waiver or other modification that would (A) extend the due date for, or
reduce the amount of any scheduled repayment or prepayment of principal of or
interest on any Indenture Note (or reduce the principal amount of or rate of
interest on any Indenture Note) shall require the consent of each materially
adversely affected Indenture Noteholder; (B) affect adversely in any
material respect the interests, rights or obligations of any Indenture
Noteholder individually in comparison to any other Indenture Noteholder shall
require the consent of such Indenture Noteholder; or (C) amend or
otherwise modify any Amortization Event shall require the consent of each
Indenture Noteholder materially adversely affected thereby;


 


(iii)                 any amendment,
waiver or other modification that would (A) approve the assignment or
transfer by HVF of any of its rights or obligations hereunder or under any
other Related Documents to which it is a party, except pursuant to the express
terms hereof or thereof; or (B) release any obligor under any Related
Documents to which it is a party, except pursuant to the express terms hereof
or of such Related Document, shall require in each case the consent of
Indenture Noteholders holding not less than 662/3% of the Aggregate Indenture Principal Amount; provided, however,
that any such amendment, waiver, or other modification relating to a Related
Document that relates solely to a single Series of Indenture Notes (as evidenced
by an Officer’s Certificate of HVF) shall require only the consent of Indenture
Noteholders holding not less than 662/3% of the Principal Amount of such Series of Indenture Notes; provided,
further that with respect to any such amendment, waiver or other
modification relating to a Related Document or portion thereof that does not
adversely affect in any material respect a Series of Indenture Notes, as
evidenced by an Officer’s Certificate of HVF, then such Series of
Indenture Notes shall be deemed not to be outstanding for purposes of the
foregoing consent (and the calculation of Aggregate Indenture Principal Amount
shall be modified accordingly);


 


(iv)                any amendment,
waiver or other modification that would amend or otherwise modify any Servicer
Default shall require the consent of Noteholders holding not less than 662/3% of the Aggregate Principal Amount.


 


(c) No failure or delay
on the part of any Indenture Noteholder or the Trustee in exercising any power
or right under this Indenture or any other Related Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other power or right.


 


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Section 12.3.  Supplements and Amendments.


 


Each amendment or other modification to this
Indenture or the Indenture Notes shall be set forth in a Supplement.  The initial effectiveness of each Supplement
shall be subject to the satisfaction of the Rating Agency Condition with
respect to each Series of Indenture Notes Outstanding and the delivery to
the Trustee of an Opinion of Counsel that such Supplement is authorized by this
Indenture and the conditions precedent set forth herein and in such Series Supplement
with respect thereto have been satisfied. 
In addition to the manner provided in Sections 12.1 and 12.2,
each Series Supplement may be amended as provided in such Series Supplement.


 


Section 12.4.  Revocation and Effect of Consents.


 


Until an amendment or waiver becomes
effective, a consent to it by an Indenture Noteholder of an Indenture Note is a
continuing consent by the Indenture Noteholder and every subsequent Indenture
Noteholder of an Indenture Note or portion of an Indenture Note that evidences
the same debt as the consenting Indenture Noteholder’s Indenture Note, even if
notation of the consent is not made on any Indenture Note.  However, any such Indenture Noteholder or
subsequent Indenture Noteholder may revoke the consent as to his Indenture Note
or portion of an Indenture Note if the Trustee receives written notice of
revocation before the date the amendment or waiver becomes effective.  An amendment or waiver becomes effective in
accordance with its terms and thereafter binds every Indenture Noteholder.  HVF may fix a record date for determining
which Indenture Noteholders must consent to such amendment or waiver.


 


Section 12.5.  Notation on or Exchange of Notes.


 


The Trustee may place an appropriate notation
about an amendment or waiver on any Indenture Note thereafter
authenticated.  HVF, in exchange for all
Indenture Notes, may issue and the Trustee shall authenticate new Indenture
Notes that reflect the amendment or waiver. 
Failure to make the appropriate notation or issue a new Indenture Note
shall not affect the validity and effect of such amendment or waiver.


 


Section 12.6.  The Trustee to Sign Amendments, etc.


 


The Trustee shall sign any Supplement
authorized pursuant to this Article 12 if the Supplement does not
adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may,
but need not, sign it.  In signing such
Supplement, the Trustee shall be entitled to receive, if requested, an
indemnity reasonably satisfactory to it and to receive and, subject to Section 10.1,
shall be fully protected in relying upon, an Officer’s Certificate of HVF and
an Opinion of Counsel as conclusive evidence that such Supplement is authorized
or permitted by this Indenture and that all conditions precedent have been
satisfied, and that it will be valid and binding upon HVF in accordance with
its terms.


 


65

















 


ARTICLE XIII                    MISCELLANEOUS


 


Section 13.1.  Notices.


 


(a) Any notice or communication by HVF
or the Trustee to the other shall be in writing and delivered in person or
mailed by first-class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the other’s address:


 


	
  If
  to HVF:

  	
   

  
	
   

  	
   

  
	
  Hertz
  Vehicle Financing LLC

  	
   

  
	
  c/o

  	
  The Hertz Corporation

  	
   

  
	
   

  	
  225 Brae Boulevard

  	
   

  
	
   

  	
  Park Ridge, NJ 07656

  	
   

  
	
   

  	
   

  
	
  Attn:    Treasury
  Department

  	
   

  
	
  Phone:    (201)
  307-2000

  	
   

  
	
  Fax:    (201)
  307-2746

  	
   

  
	
   

  	
   

  
	
  with
  a copy to the Administrator:

  	
   

  
	
   

  	
   

  
	
  The
  Hertz Corporation

  	
   

  
	
  225
  Brae Boulevard

  	
   

  
	
  Park
  Ridge, NJ 07656

  	
   

  
	
   

  	
   

  
	
  Attn:    Treasury
  Department

  	
   

  
	
  Phone:    (201)
  307-2000

  	
   

  
	
  Fax:    (201)
  307-2746

  	
   

  
	
   

  	
   

  
	
  If
  to the Trustee:

  	
   

  
	
   

  	
   

  
	
  2
  North LaSalle

  	
   

  
	
  Chicago,
  Illinois 60602

  	
   

  
	
  Attn:    Corporate
  Trust Administrator — Structured Finance

  	
   

  
	
  Phone:    (312)
  827-8569

  	
   

  
	
  Fax:    (312)
  827-8562

  	
   

  



 


If to an Enhancement Provider, at the address
provided in the applicable Enhancement Agreement.


 


HVF or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications; provided, however, HVF may not at any time
designate more than a total of three (3) addresses to which notices must
be sent in order to be effective.


 


Any notice (i) given in person shall be
deemed delivered on the date of delivery of such notice, (ii) given by
first class mail shall be deemed given five (5) days after the date that 


 


66

















 


such notice is mailed, (iii) delivered
by telex or telecopier shall be deemed given on the date of delivery of such
notice, and (iv) delivered by overnight air courier shall be deemed
delivered one Business Day after the date that such notice is delivered to such
overnight courier.


 


Notwithstanding any provisions of this
Indenture to the contrary, the Trustee shall have no liability based upon or
arising from the failure to receive any notice required by or relating to this
Indenture or the Indenture Notes.


 


If HVF mails a notice or communication to
Indenture Noteholders, it shall mail a copy to the Trustee at the same time.


 


(b) Where the Indenture provides for
notice to Indenture Noteholders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if sent in writing and
mailed, first-class postage prepaid, to each Indenture Noteholder affected by
such event, at its address as it appears in the Note Register, not later than
the latest date, and not earlier than the earliest date, prescribed (if any)
for the giving of such notice.  In any
case where notice to an Indenture Noteholder is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Indenture Noteholder shall affect the sufficiency of such notice
with respect to other Indenture Noteholders, and any notice which is mailed in
the manner herein provided shall be conclusively presumed to have been duly
given.  Where this Indenture provides for
notice in any manner, such notice may be waived in writing by any Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. 
Waivers of notice by Indenture Noteholders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.


 


In the case by reason of the suspension of
regular mail service or by reason of any other cause it shall be impracticable
to give such notice by mail, then such notification as shall be made that is
satisfactory to the Trustee shall constitute a sufficient notification for
every purpose hereunder.


 


Section 13.2.  Communication by Noteholders With Other
Noteholders.


 


Indenture Noteholders may communicate with
other Indenture Noteholders with respect to their rights under this Indenture
or the Indenture Notes.


 


Section 13.3.  Certificate and Opinion as to Conditions
Precedent.


 


Upon any request or application by HVF to the
Trustee to take any action under this Indenture, HVF shall furnish to the
Trustee an Officer’s Certificate of HVF in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in Section 13.4)
stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with.


 


Section 13.4.  Statements Required in Certificate.


 


Each certificate with respect to compliance
with a condition or covenant provided for in this Indenture shall include:


 


67

















 


(a) a statement that the Person giving
such certificate has read such covenant or condition;


 


(b) a brief statement as to the nature
and scope of the examination or investigation upon which the statements
contained in such certificate are based;


 


(c) a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and


 


(d) a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been complied with.


 


Section 13.5.  Rules by the Trustee.


 


The Trustee may make reasonable rules for
action by or at a meeting of Indenture Noteholders.


 


Section 13.6.  Duplicate Originals.


 


The parties may sign any number of copies of
this Indenture.  One signed copy is
enough to prove this Indenture.


 


Section 13.7.  Benefits of Indenture.


 


Except as set forth in a Series Supplement,
nothing in this Indenture or in the Indenture Notes, expressed or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Indenture Noteholders, any benefit or any legal or equitable
right, remedy or claim under the Indenture.


 


Section 13.8.  Payment on Business Day.


 


In any case where any Payment Date,
redemption date or maturity date of any Indenture Note shall not be a Business
Day, then (notwithstanding any other provision of this Indenture) payment of
interest or principal (and premium, if any), as the case may be, need not be
made on such date but may be made on the next succeeding Business Day with the
same force and effect as if made on the Payment Date, redemption date, or
maturity date; provided, however. that no interest shall accrue
for the period from and after such Payment Date, redemption date, or maturity
date, as the case may be.


 


Section 13.9.  Governing Law.


 


THIS INDENTURE, AND ALL
MATTERS ARISING FROM OR IN ANY MANNER RELATING TO THIS INDENTURE, SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


 


68














 


Section 13.10.  Successors.


 


All agreements of HVF in
this Indenture and the Indenture Notes shall bind its successor; provided,
however, except as provided in Section 12.2(b)(iii), HVF may
not assign its obligations or rights under this Indenture or any Related
Document (other than any Related Document or, in the case of collateral
assignments, portion thereof relating solely to a Segregated Series of
Notes).  All agreements of the Trustee in
this Indenture shall bind its successor.


 


Section 13.11.  Severability.


 


In case any provision in
this Indenture or in the Indenture Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 13.12.  Counterpart Originals.


 


The parties may sign any
number of copies of this Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


Section 13.13.  Table of Contents, Headings, etc.


 


The Table of Contents and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 13.14.  Termination; Indenture Collateral.


 


This Indenture, and any
grants, pledges and assignments hereunder, shall become effective concurrently
with the issuance of the first Series of Indenture Notes and shall
terminate when (a) all Note Obligations and all similar obligations with
respect to each Segregated Series of Notes shall have been fully paid and
satisfied, (b) the obligations of each Enhancement Provider under any
Enhancement and Related Documents have terminated, and (c) any Enhancement
shall have terminated, at which time the Trustee, at the request of HVF and
upon receipt of an Officer’s Certificate of HVF to the effect that the
conditions in clauses (a), (b) and (c) above
have been complied with and upon receipt of a certificate from the Trustee and
each Enhancement Provider to the effect that the conditions in clauses (a),
(b) and (c) above have been complied with, shall
reassign (without recourse upon, or any warranty whatsoever by, the Trustee)
and deliver all Indenture Collateral and documents then in the custody or
possession of the Trustee promptly to HVF.


 


HVF and the Indenture
Noteholders hereby agree that, if any funds remain on deposit in the Collection
Account on any date on which no Series of Notes is Outstanding or each Series Supplement
related to a Series of Notes has been terminated, such amounts shall be
released by the Trustee and paid to HVF.


 


69

















 


Section 13.15.  No Bankruptcy Petition Against HVF.


 


Each of the Indenture
Noteholders and the Trustee hereby covenants and agrees that, prior to the date
which is one year and one day after the payment in full of the latest maturing
Indenture Note, it will not institute against, or join with, encourage or
cooperate with any other Person in instituting, against HVF, Hertz Vehicles
LLC, HGI or the Intermediary any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings, under any Federal
or state bankruptcy or similar law; provided, however, that nothing
in this Section 13.15 shall constitute a waiver of any right to
indemnification, reimbursement or other payment from HVF pursuant to this
Indenture.  In the event that any such
Indenture Noteholder or the Trustee takes action in violation of this Section 13.15,
HVF, Hertz Vehicles LLC, HGI or the Intermediary, as the case may be, shall
file or cause to be filed an answer with the bankruptcy court or otherwise
properly contesting the filing of such a petition by any such Indenture
Noteholder or the Trustee against HVF, Hertz Vehicles LLC, HGI or the
Intermediary, as the case may be, or the commencement of such action and
raising the defense that such Indenture Noteholder or the Trustee has agreed in
writing not to take such action and should be estopped and precluded therefrom
and such other defenses, if any, as its counsel advises that it may
assert.  The provisions of this Section 13.15
shall survive the termination of this Indenture, and the resignation or removal
of the Trustee.  Nothing contained herein
shall preclude participation by any Indenture Noteholder or the Trustee in the
assertion or defense of its claims in any such proceeding involving HVF, Hertz
Vehicles LLC, HGI or the Intermediary.


 


Section 13.16.  No Recourse.


 


The obligations of HVF under
this Indenture are solely the obligations of HVF.  No recourse shall be had for the payment of
any amount owing in respect of any fee hereunder or any other obligation or
claim arising out of or based upon this Indenture against any member, employee,
officer or director of HVF.  Fees,
expenses, costs or other obligations payable by HVF hereunder shall be payable
by HVF to the extent and only to the extent that HVF is reimbursed therefor
pursuant to any of the Related Documents, or funds are then available or
thereafter become available for such purpose pursuant to Article 5.  In the event that HVF is not reimbursed for
such fees, expenses, costs or other obligations or that sufficient funds are
not available for their payment pursuant to Article 5, the excess
unpaid amount of such fees, expenses, costs or other obligations shall in no
event constitute a claim (as defined in Section 101 of the Bankruptcy
Code) against, or corporate obligation of, HVF. Nothing in this Section 13.16
shall be construed to limit the Trustee from exercising its rights hereunder
with respect to the Collateral.


 


Section 13.17.  Notice of Successor Manufacturers.  HVF shall notify Standard & Poor’s
of any consolidation, merger or transfer of all or substantially all the
business of any Eligible Manufacturer which results in any successor to such
Eligible Manufacturer within sixty (60) days of obtaining knowledge thereof.


 


Section 13.18.  Waiver of Jury Trial.


 


EACH OF HVF AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY 


 


70

















 


AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE INDENTURE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


71

















 


IN WITNESS WHEREOF, the
Trustee and HVF have caused this Indenture to be duly executed by their
respective duly authorized officers as of the day and year first written above.


 


	
   

  	
  HERTZ
  VEHICLE FINANCING LLC,

  
	
   

  	
  as
  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
   

  	
  Name: R.
  Scott Massengill

  
	
   

  	
   

  	
  Title: Vice
  President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST 

  COMPANY, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Ask

  
	
   

  	
   

  	
  Name: John D. Ask

  
	
   

  	
   

  	
  Title: Senior Associate

  



 


72














 


SCHEDULE 1


TO THE


AMENDED AND RESTATED


BASE INDENTURE


 


DEFINITIONS LIST


 


“ABL Collateral Agent” means Deutsche Bank
AG, New York Branch, in its capacity as Collateral Agent under the ABL
Guarantee and Collateral Agreement.


 


“ABL Guarantee and Collateral Agreement”
means that certain Guarantee and Collateral Agreement, dated as of December 21,
2005, by and among, Hertz, certain of its subsidiaries, CCMG Corporation, and
Deutsche Bank AG, New York Branch, as collateral agent.


 


“Account Collateral” means HVF’s right, title
and interest in, to and under all of the assets, property and interests in
property, whether now owned or hereafter acquired or created, in Section 3.1(a)(ii) and
(iii) of this Base Indenture.


 


“Accrued Amounts” means, with respect to any Series of
Notes (or any class of such Series of Notes), the amount, if any,
specified in the applicable Series Supplement.


 


“Accumulation Period” means, with respect to
any Series of Notes, the period, if any, specified in the applicable
Supplement.


 


“Acquisition Date” the date on which CCMG
Acquisition, Corporation, a company
formed by Clayton Dubilier & Rice, Inc., The Carlyle Group, and
Merrill Lynch Global Partners, Inc. or an affiliate thereof consummates
the acquisition of Hertz, directly or through one or more subsidiaries.


 


“Additional Subsidies” has the meaning
specified in Section 1.1 of the Master Exchange Agreement.


 


“Adjusted Aggregate Asset Amount” with
respect to any Series of Notes, has the meaning specified in the
applicable Series Supplement.


 


“Administration Agreement” means the Amended
and Restated Administration Agreement, dated as of the Restatement Effective
Date, by and among the Administrator, HVF and the Trustee, as amended, modified
or supplemented from time to time in accordance with its terms.


 


“Administrator” means Hertz, in its capacity
as the administrator under the Administration Agreement, or any successor
Administrator thereunder.


 


“Administrator Default” means any of the
events described in Section 8(d) of the Administration Agreement.


 

















 


“Affiliate” means, with respect to any
specified Person, another Person that directly, or indirectly through one or
more intermediaries, controls or is controlled by or is under common control
with the Person specified.  For purposes
of this definition, “control” means the power to direct the management and
policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise; and “controlled” and “controlling”
have meanings correlative to the foregoing.


 


“Affiliate Issuer” means any special purpose
entity that is an Affiliate of Hertz that has entered into financing
arrangements secured by one or more Series of Indenture Notes.


 


“Agent” means any Registrar or Paying Agent.


 


“Aggregate Asset Amount” means, as of any
date, the amount equal to the sum, rounded to the nearest $100,000, of (i) the
Net Book Value of all 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 Net Book Value of all Non-Program
Vehicles that are Eligible Vehicles as of such date not sold or deemed to be
sold under the Related Documents, plus (iii) 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 are Eligible Vehicles
and Eligible Program Vehicles when turned in to and accepted by such
Manufacturers or delivered and accepted for Auction, plus (iv) 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 but not Eligible Program Vehicles when
turned in to and accepted by such Manufacturers or delivered and accepted for
Auction, plus (v) with respect to Eligible Vehicles that have been
delivered and accepted for Auction pursuant to a Manufacturer Program, all
amounts receivable (other than amounts specified in clauses (iii) and (iv) above)
from any Person in connection with the Auction of such Eligible Vehicles as of
such date, plus (vi) with respect to Eligible Vehicles that have been
turned in to and accepted by the Manufacturer, delivered and accepted for
Auction or otherwise sold, any accrued and unpaid Casualty Payments or
Termination Payments with respect to such Eligible Vehicles as of such date
under the HVF Lease, plus (vii) with respect to Eligible Vehicles that
have been turned in to and accepted by the 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 (iii), (iv), (v) and (vi) above), plus (viii) with
respect to Rejected Vehicles that were New HVF Vehicles at the time of
rejection, the amount due and payable as of such date by HGI to HVF pursuant to
Section 1.05(b) of the Purchase Agreement, plus (ix) with
respect to Eligible Vehicles that were 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 (x) 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 have not been
turned in to and accepted by the Manufacturer thereof pursuant to 


 


2

















 


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,
plus (xi) the amount of cash and Permitted Investments on deposit in the
Collection Account and the amount of cash and Permitted Investments on deposit
in the HVF Exchange Accounts relating to HVF Vehicles, minus (xii) any
Ineligible Asset Amount on such date.


 


“Aggregate Asset Amount Deficiency” means,
with respect to any date of determination, the amount, if any, by which the
Aggregate Required Asset Amount on such date exceeds the Aggregate Asset Amount
on such date.


 


“Aggregate Indenture Principal Amount” means,
the sum of (a) the Aggregate Principal Amount, (b) the sum of the
Principal Amounts with respect to all Segregated Series of Notes then
Outstanding and (c) the sum of the unutilized purchase commitments of the
Committed Purchasers (excluding, for the purposes of making the foregoing
calculation, any Indenture Notes held by any Affiliate of Hertz (other than a
Committed Purchaser or an Affiliate Issuer)).


 


“Aggregate Principal Amount” means the sum of
the Principal Amounts with respect to all Series of Notes then
Outstanding.


 


“Aggregate Required Asset Amount” means, on
any date of determination, the sum of the Required Asset Amount with respect to
each Series of Notes Outstanding on such date.


 


“Amortization Commencement Date” means, with
respect to a Series of Notes, the date on which an Amortization Event for
such Series is deemed to have occurred pursuant to Section 9.1
of the Base Indenture.


 


“Amortization Event” with respect to each Series of
Notes, has the meaning specified in Section 9.1 of the Base
Indenture.


 


“Amortization Period” means, with respect to
any Series of Notes, the period following the Revolving Period which shall
be the Accumulation Period, the Controlled Amortization Period or the Rapid
Amortization Period, each as defined in the applicable Series Supplement.


 


“Annual Noteholders’ Tax Statement” has the
meaning specified in Section 4.2(b) of the Base Indenture.


 


“Applicants” has the meaning specified in Section 2.7
of the Base Indenture.


 


“Assignment Agreement” means the agreement
with respect to each Manufacturer and its Manufacturer Program, entered into or
to be entered into among Hertz, HGI, HVF and the Collateral Agent and
acknowledged by such Manufacturer, (a) (x) (i) assigning to HGI
certain of Hertz’s rights, title and interest in and to such Manufacturer’s
Manufacturer Program as such rights, title and interest relate to passenger
automobiles and light-duty trucks purchased and to be purchased by HGI from
such Manufacturer under such Manufacturer Program and (ii) assigning from
HGI to HVF those rights, title and interest as they relate to passenger
automobiles and 


 


3

















 


light-duty trucks purchased
by HVF from HGI pursuant to the Purchase Agreement, (y) in the case of the
Initial Hertz Vehicles, assigning to HVF certain of Hertz’s rights, title and
interest in and to such Manufacturer’s Manufacturer Program as such rights,
title and interest relate to passenger automobiles and light-duty trucks
purchased by Hertz from such Manufacturer under such Manufacturer Program and
contributed by Hertz to HVF and (z) in the case of the Service Vehicles,
assigning to HVF certain of HFC’s rights, title and interest in and to such
Manufacturer’s Manufacturer Program as such rights, title and interest relate
to passenger automobiles and light-duty trucks purchased by HFC from such
Manufacturer under such Manufacturer Program and purchased by HVF from HFC, (b) assigning
to the Collateral Agent on behalf of the Trustee for the benefit of the
Noteholders HVF’s rights, title and interest therein and (c) assigning to
the Collateral Agent on behalf of Hertz HGI’s rights, title and interest
therein.


 


“Auction” means the set of procedures
specified in a Guaranteed Depreciation Program for sale or disposition of
Program Vehicles through auctions and at auction sites designated by such
Program Vehicles’ Manufacturer pursuant to such Guaranteed Depreciation
Program.


 


“Audi” means Audi of
America, Inc., a division of Volkswagen.


 


“Authorized Officer” means (a) as to
HGI, any of the President, any Vice President, the Treasurer or any Assistant
Treasurer of HGI, (b) as to HVF, any of the President, any Vice President,
the Treasurer or any Assistant Treasurer of HVF and (c) as to the
Servicer, the Administrator or the Lessee, any of the President, any Vice
President, the Treasurer or any Assistant Treasurer of the Servicer,
Administrator or Lessee, as applicable.


 


“Bankruptcy Code” means The Bankruptcy Reform
Act of 1978, as amended from time to time, and as codified as 11 U.S.C. Section 101
et seq.


 


“Base Indenture” means the Third Amended and
Restated Base Indenture, dated as of the Restatement Effective Date, between
HVF and the Trustee, as amended, modified or supplemented from time to time,
exclusive of Series Supplements.


 


“BMW” means Bayerische Motoren Werke
Aktiengesellschaft, a German corporation, and its successors.


 


“Board of Directors” means the Board of
Directors of the Lessee or the Board of Directors of HVF, as applicable, or, in
each case, any authorized committee of the Board of Directors.


 


“Book-Entry Notes” means beneficial interests
in the Indenture Notes, ownership and transfers of which shall be evidenced or
made through book entries by a Clearing Agency as described in Section 2.12
of the Base Indenture; provided that after the occurrence of a condition
whereupon book-entry registration and transfer are no longer permitted and
Definitive Notes are issued to the Note Owners, such Definitive Notes shall
replace Book-Entry Notes.


 


“Business Day” means any day other than a
Saturday, Sunday or other day on which banks are authorized or required by law
to be closed in New York City, New York.


 


4

















 


“Capitalized Cost” means, unless otherwise
specified in a Segregated Series Lease with respect to HVF Segregated
Vehicles, with respect to each Vehicle, the sum of (a) the price paid for
such Vehicle by HGI or the Intermediary (or, in the case of the Initial Hertz
Vehicles, Hertz, or, in the case of the Service Vehicles, HFC) to the
Manufacturer, dealer or other Person selling such Vehicle, as established by
the invoice delivered in connection with the purchase of such Vehicle and
reflecting any adjustments made pursuant to Section 1.05(d) of
the Purchase Agreement (or, with respect to the Initial Hertz Vehicles or the
Service Vehicles, any adjustments made by the related Manufacturer to such invoice
price), plus, (b) if not otherwise included therein, with respect to any
Program Vehicle, dealer profit to the extent included in the capitalized cost
of such Program Vehicle under the terms of the applicable Manufacturer Program,
or, with respect to any Non-Program Vehicle, dealer profit to the extent
included in the capitalized cost of Program Vehicles of the same make, model
and model year under the terms of the applicable Manufacturer Program, plus (c) delivery
charges for such Vehicle minus, in the case of any Non-Program Vehicle, the
amount of any upfront incentive fees paid or payable to HGI or the Intermediary
(or, in the case of the Initial Hertz Vehicles, Hertz, or, in the case of the
Service Vehicles, HFC) by the Manufacturer of such Vehicle in respect of the
purchase of such Vehicle.


 


“Carrying Charges” means for any Payment
Date, without duplication, the sum of (a) the product of (i) the
Non-Segregated Series Percentage and (ii) all fees, expenses and
other amounts payable by HVF to the Trustee under the Indenture or to a
Qualified Intermediary under the Master Exchange Agreement, (b) the
Monthly Servicing Fee payable by HVF to the Servicer pursuant to the HVF Lease
on such Payment Date, (c) $1,500, (d) the sum of (i) all
reasonable out-of-pocket costs and expenses of HVF incurred in connection with
the issuance of each Series of Notes, including any fees payable to the
Rating Agencies in connection with their rating of such Series of Notes
and any fees or commissions payable in connection with the sale of such Series of
Notes, and (ii) the product of (X) all reasonable out-of-pocket costs
and expenses of HVF incurred in connection with the execution, delivery and
performance (including the enforcement, waiver or amendment) of the Related
Documents and (Y) the Non-Segregated Series Percentage, and (e) any
amounts owing to a counterparty under a Swap Agreement or a Series-Specific
Swap Agreement relating to a Series of Notes, less (f) any
amounts due from a counterparty under a Swap Agreement or a Series-Specific
Swap Agreement relating to a Series of Notes.  Before issuance of any Series of
Indenture Notes, HVF will review the estimated out-of-pocket costs and expenses
to be incurred in connection with the issuance thereof with the Lessee. If Lessee
objects to such estimated costs and expenses, it shall notify HVF prior to the
issuance of such Series of Indenture Notes, and HVF shall not issue any
additional Series of Indenture Notes.


 


“Casualty” means, with respect to any HVF
Vehicle, that (a) such HVF Vehicle is destroyed, seized or otherwise
rendered permanently unfit or unavailable for use, (b) such HVF Vehicle is
lost or stolen and is not recovered for 180 days following the occurrence
thereof or (c) in the case of a Program Vehicle not redesignated under Section 2.6
of the HVF Lease, the return of such HVF Vehicle cannot, prior to the end of
the applicable Repurchase Period, be effected for any reason or the
Manufacturer thereof did not accept such HVF Vehicle for repurchase under the
terms of the applicable Manufacturer Program, in either case, for any reason
other than the Manufacturer’s willful refusal or inability to comply with its
obligations under its Manufacturer Program.


 


5

















 


“Casualty Payment” has the meaning specified
in Section 6.2 of the HVF Lease.


 


“Cede” means Cede & Co., a nominee
of DTC.


 


“Certificated Security” means a “certificated
security” within the meaning of Section 8-102 of the applicable UCC.


 


“Certificate of Title” means, with respect to
each Vehicle, the certificate of title applicable to such Vehicle duly issued
in accordance with the certificate of title act or statute of the jurisdiction
applicable to such Vehicle.


 


“Chapter
11 Proceedings” means proceedings under chapter 11 of the Bankruptcy Code.


 


“Chrysler” means
Chrysler Group LLC, a Delaware limited liability company, and its successors.


 


“Class” means, with respect to any Series of
Indenture Notes, any one of the classes of Indenture Notes of that Series of
Indenture Notes as specified in the applicable Series Supplement.


 


“Clearing Agency” means an organization
registered as a “clearing agency” pursuant to Section 17A of the Exchange
Act or any successor provision thereto or Euroclear or Clearstream.


 


“Clearing Agency Participant” means a broker,
dealer, bank, other financial institution or other Person for whom from time to
time a Clearing Agency effects book entry transfers and pledges of securities
deposited with the Clearing Agency.


 


“Clearstream” means Clearstream Banking,
societe anonyme.


 


“Closing Date” means the Restatement
Effective Date or any Series Closing Date.


 


“Code” means the Internal Revenue Code of
1986, as amended, reformed or otherwise modified from time to time, and any
successor statute of similar import, in each case as in effect from time to
time. References to sections of the Code also refer to any successor sections.


 


“Collateral” means the collective reference
to the Indenture Collateral and the HVF Vehicle Collateral.


 


“Collateral Account” means a “Collateral
Account” (as such term is defined in Section 2.5(a) of the
Collateral Agency Agreement) into which amounts relating to HVF Vehicle
Collateral are deposited pursuant to the terms of the Collateral Agency
Agreement.


 


“Collateral Agency Agreement” means the Third
Amended and Restated Collateral Agency Agreement, dated as of the Restatement
Effective Date, among HVF, as grantor, HGI, as grantor, Hertz as servicer, the
Collateral Agent, the Trustee, as secured party, 


 


6

















 


and Hertz, as secured party,
as amended, restated, modified or supplemented from time to time in accordance
with its terms.


 


“Collateral Agent” means The Bank of New York
Mellon Trust Company, N.A., in its capacity as collateral agent under the
Collateral Agency Agreement and any successor thereto or permitted assign in
such capacity thereunder.


 


“Collateral Agreements” means the HVF Lease,
the Supplemental Documents, the Assignment Agreements, the Purchase Agreement,
the Hertz Contribution Agreement, the Administration Agreement, the Nominee
Agreement, the Hertz Nominee Agreement, the HFC Nominee Agreement, the
Indemnification Agreement, the LLC Agreement, the HVF Credit Facility, any Swap
Agreement, the Master Exchange Agreement and the Escrow Agreement.


 


“Collection Account” means securities account
no. 162826 entitled “The Bank of New York Mellon Trust Company, N.A., as
Trustee, Securities Account of Hertz Vehicle Financing LLC” maintained by the
Collection Account Securities Intermediary pursuant to the Collection Account
Control Agreement or any successor securities account maintained pursuant to
the Collection Account Control Agreement.


 


“Collection Account Control Agreement” means
the agreement among HVF, The Bank of New York Mellon Trust Company, N.A.
(f/k/a/ BNY Midwest Trust Company, N.A.), as securities intermediary, and the
Trustee, dated as of September 18, 2002, relating to the Collection
Account, as the same may be amended and supplemented from time to time.


 


“Collection Account Securities Intermediary”
means The Bank of New York Mellon Trust Company, N.A. or any other securities
intermediary that maintains the Collection Account pursuant to the Collection
Account Control Agreement.


 


“Collections” means, without duplication, (a) all
payments on the Collateral, including, without limitation, (i) all
payments by or on behalf of the Lessee under the HVF Lease, (ii) all
payments by Hertz to HVF under the Indemnification Agreement other than any
payments related solely to any Series-Specific Collateral, (iii) all
proceeds of the HVF Vehicles, including (A) all payments made by or on
behalf of any Manufacturer or auction dealer, under the related Manufacturer
Program with respect to the HVF Vehicles, but excluding Excluded Payments, (B) all
payments by or on behalf of any other Person as proceeds from the sale of HVF
Vehicles and (C) all insurance proceeds and warranty payments in respect
of the HVF Vehicles, but excluding Excluded Payments, whether such payments are
in the form of cash, checks, wire transfers or other forms of payment and
whether in respect of principal, interest, repurchase price, fees, expenses or
otherwise, (iv) all payments by HGI to HVF under the Purchase Agreement
(other than any payments related solely to any Series-Specific Collateral),
including, without limitation (A) all payments of the Transfer Price by
HGI in respect of Transferred HVF Vehicles and Manufacturer Receivables
relating to HVF Vehicles pursuant to Section 1.06 of the Purchase
Agreement and (B) all payments of the Rejected Vehicle Payment relating to
Vehicles that were New HVF Vehicles as of such rejection by HGI or the Servicer
pursuant to Section 1.05(b) of the Purchase Agreement, (v) all
Swap Payments relating to Series of Notes, (vi) all payments made
from a Collateral Account (including the Joint Collection Account (as defined
in the Master Exchange Agreement)) or an HVF Exchange Account to the 


 


7

















 


Collection Account and (vii) all
amounts earned on Permitted Investments of funds in the Collection Account and,
to the extent so specified in a Series Supplement, in a Series Account.


 


“Committed Purchaser” means a Person that has
committed to purchase a Series of Indenture Notes from HVF from time to
time and that finances such purchases with, among other things, the proceeds of
commercial paper notes issued by such special purpose company.


 


“Company Order” and “Company Request”
means a written order or request signed in the name of HVF by any one of its
Authorized Officers and delivered to the Trustee.


 


“Condition Report” means a condition report
with respect to a Program Vehicle, signed and dated by the Servicer and a
Manufacturer or its agent in accordance with the applicable Manufacturer Program.


 


“Consolidated Subsidiary” means, at any time,
any Subsidiary or other entity the accounts of which are consolidated with
those of Hertz in its consolidated financial statements as of such time.


 


“Contingent Obligation” means, as applied to
any Person, any direct or indirect liability, contingent or otherwise, of that
Person (a) with respect to any indebtedness, lease, dividend, letter of
credit or other obligation of another if the primary purpose or intent thereof
by the Person incurring the Contingent Obligation is to provide assurance to
the obligee of such obligation of another that such obligation of another will
be paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such obligation will be protected (in whole or in
part) against loss in respect thereof or (b) under any letter of credit
issued for the account of that Person or for which that Person is otherwise
liable for reimbursement thereof. 
Contingent Obligations shall include (a) the direct or indirect
guarantee, endorsement (otherwise than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or sale with
recourse by such Person of the obligation of another and (b) any liability
of such Person for the obligations of another through any agreement (contingent
or otherwise) (i) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), (ii) to maintain the
solvency of any balance sheet item, level of income or financial condition of
another or (iii) to make take-or-pay or similar payments if required
regardless of non-performance by any other party or parties to an agreement, if
in the case of any agreement described under subclause (i) or (ii) of
this sentence the primary purpose or intent thereof is as described in the
preceding sentence. The amount of any Contingent Obligation shall be equal to
the amount of the obligation so guaranteed or otherwise supported.


 


“Contractual Obligation” means, with respect
to any Person, any provision of any security issued by that Person or of any
indenture, mortgage, deed of trust, contract, undertaking, agreement or other
instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.


 


“Controlled Amortization Period” means, with
respect to any Series of Notes, the period specified in the applicable Series Supplement.


 


8

















 


“Controlled Distribution Amount” means, with
respect to a Class of Notes, the amount (or amounts) specified in any
applicable Series Supplement.


 


“Controlled Group” means, with respect to any
Person, such Person, whether or not incorporated, and any corporation, trade or
business that is, along with such Person, a member of a controlled group of
corporations or a controlled group of trades or businesses as described in
Sections 414(b) and (c), respectively, of the Code.


 


“Corporate Trust Office” shall mean the
principal office of the Trustee at which at any particular time its corporate
trust business shall be administered which office at the date of the execution
of the Base Indenture is located at 2 North LaSalle, Chicago, Illinois 60602,
Attention: Corporate Trust Administration—Structured Finance, or at any other
time at such other address as the Trustee may designate from time to time by
notice to the Indenture Noteholders and HVF.


 


“Daily Collection Report” has the meaning
specified in Section 4.1(a) of the Base Indenture.


 


“Defaulting Manufacturer” has the meaning
specified in Section 18(a) of the HVF Lease.


 


“Definitions List” means this Definitions
List, as amended or modified from time to time.


 


“Definitive Notes” has the meaning specified
in Section 2.12(a) of the Base Indenture.


 


“Depository” has the meaning specified in Section 2.12(a) of
the Base Indenture.


 


“Depository Agreement” means, with respect to
a Series of Indenture Notes having Book-Entry Notes, the agreement among
HVF, the Trustee and the Clearing Agency, or as otherwise provided in the
applicable Series Supplement.


 


“Depreciation Charge” means, with respect to (a) any
Program Vehicle, the applicable depreciation charge set forth in the related
Manufacturer Program for such Program Vehicle calculated on a daily basis and (b) any
Non-Program Vehicle, the scheduled daily depreciation charge for such
Non-Program Vehicle set forth by HVF in the Depreciation Schedule for such
Non-Program Vehicle.  If such charge is
expressed as a percentage, the daily Depreciation Charge for such Vehicle shall
be such percentage multiplied by the Capitalized Cost for such Vehicle calculated
on a daily basis.  For any such Vehicles
not held for a full month in the month of acquisition, the Depreciation Charges
shall be prorated by multiplying the applicable depreciation amount by a
fraction, the numerator of which is the number of days from the In-Service Date
with respect to such Vehicle to the first day of the next month and the
denominator of which is the number of days in such month.  For the month in which a Program Vehicle is
turned back to the applicable Manufacturer pursuant to a Manufacturer Program,
the Depreciation Charge shall be prorated by multiplying the applicable
depreciation amount by a fraction, the numerator of which is the number of days
from the first day of such month to the Turnback Date for such Vehicle and the
denominator of which is the number of days in such 


 


9

















 


month.  In the event any such Vehicle is sold other
than pursuant to the Manufacturer Program or suffers a Casualty, the
Depreciation Charge shall be prorated by multiplying the applicable
depreciation amount by a fraction, the numerator of which is the number of days
from the first day of such month to the date of the sale of such Vehicle or the
date such Vehicle suffers a Casualty, as the case may be, and the denominator
of which is the number of days in such month.


 


“Depreciation Schedule” means the initial
schedule of estimated daily depreciation prepared by HVF with respect to each
type of Non-Program Vehicle, as revised from time to time by HVF, subject to Section 24
of the HVF Lease.


 


“Determination Date” means the date five
Business Days prior to each Payment Date.


 


“Disposition Date” means with respect to any
HVF Vehicle, (i) if such HVF Vehicle was sold at Auction pursuant to a
Guaranteed Depreciation Program or returned to a Manufacturer for repurchase
pursuant to a Repurchase Program, the Turnback Date, (ii) if such HVF
Vehicle is sold to HGI in accordance with Section 1.06 of the
Purchase Agreement, the date on which the Transfer Price with respect to such
Transferred HVF Vehicle is deposited into the Collection Account or an HVF
Exchange Account, (iii) if such HVF Vehicle was sold to any Person (other
than to a Manufacturer pursuant to such Manufacturer’s Repurchase Program, to a
third party through an Auction conducted by or through or arranged by the
Manufacturer pursuant to its Guaranteed Depreciation Program or to HGI pursuant
to the Purchase Agreement) the date on which the proceeds of such sale are
deposited in the Collection Account or an HVF Exchange Account, (iv) if
such HVF Vehicle becomes a Casualty or an Ineligible Vehicle (except as a
result of a sale thereof), the date on which the Casualty Payment is paid by
the Lessee to the Trustee or (v) if such HVF Vehicle becomes a Rejected
Vehicle pursuant to Section 1.05(b) of the Purchase Agreement,
the date on which the related Rejected Vehicle Payment is paid by HGI to the
Trustee.


 


“Disposition Proceeds” means the net proceeds
(other than the portion of the Repurchase Price payable (i) by the Manufacturer
pursuant to a Manufacturer Program or (ii) with respect to Non-Program
Vehicles, by the Lessee pursuant to the HVF Lease) from the sale or disposition
of an HVF Vehicle to any Person, whether at an Auction or otherwise.


 


“Dispute Period” has the meaning specified in
Section 2.2 of the Collateral Agency Agreement.


 


“Distribution Account” means, with respect to
any Series of Notes, an account established as such pursuant to the
applicable Series Supplement.


 


“Dollar” and the symbol “$” mean the
lawful currency of the United States.


 


“DTC” means The Depository Trust Company.


 


“Due Date” means, with respect to any payment
due from a Manufacturer or auction dealer in respect of a Program Vehicle
turned back for repurchase or sale pursuant to the terms of the related
Manufacturer Program, the thirtieth (30th) day after the Disposition Date for
such Vehicle.


 


10














 


“Early Termination Payment” has the meaning
specified in Section 13.4 of the HVF Lease.


 


“Eligible Deposit Account” means (a) a
segregated identifiable trust account established in the trust department of a
Qualified Trust Institution or (b) a separately identifiable deposit
account established in the deposit taking department of a Qualified
Institution.


 


“Eligible
Manufacturer” means (a) Ford, Old GM, GM, Chrysler, Old
Chrysler, Toyota, Honda, Mazda, Nissan, Volvo, Jaguar, Audi, Volkswagen, Land
Rover, Hyundai, Kia,
Lexus, Mercedes, Suzuki, BMW, Mitsubishi and Subaru and each other Manufacturer
that becomes an Eligible Program Manufacturer and (b) any other
Manufacturer with respect to which the Rating Agency Condition with respect to
each Series of Notes Outstanding shall have been satisfied.


 


“Eligible Manufacturer Program” means at any
time a Manufacturer Program that is in full force and effect with an Eligible
Program Manufacturer; provided that (a) with respect to any new
Manufacturer Program (including a new model year Manufacturer Program of an
Eligible Program Manufacturer and a Manufacturer Program of a new Eligible
Program Manufacturer) that is proposed for consideration after the Initial
Closing Date as an Eligible Manufacturer Program, prior to such new
Manufacturer Program constituting an “Eligible Manufacturer Program” hereunder,
the Rating Agency Condition with respect to each Series of Notes
Outstanding shall have been satisfied with respect to such Manufacturer
Program, and (b) with respect to any material change (other than as
specified in clause (a) above) in the terms of any existing
Eligible Manufacturer Program, prior to such Manufacturer Program, as changed,
constituting an “Eligible Manufacturer Program” hereunder, the Rating Agency Condition
with respect to each Series of Notes Outstanding shall have been satisfied
with respect to such change.


 


“Eligible Program Manufacturer” means (a) Ford,
GM, Old GM, Chrysler, Old Chrysler, Toyota, Honda, Mazda, Nissan, Volvo,
Jaguar, Audi, Volkswagen, Land Rover, Hyundai, Kia, Lexus, Mercedes, Suzuki and
BMW, or (b) a Manufacturer (i) who, at the time that such
Manufacturer is proposed for consideration as an Eligible Program Manufacturer,
has a long term unsecured debt rating of at least “BBB-” from S&P, at least
“Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-”
from Fitch, provided, that if a Manufacturer proposed for consideration
under the preceding clause (b) does not have a rating from S&P or
Moody’s, then the rating of the entity specified by the Rating Agencies shall
apply, or (ii) with respect to which the Rating Agency Condition with
respect to each Series of Notes Outstanding shall have been satisfied; provided,
however, that for so long as a Manufacturer Event of Default is
occurring with respect to any such Manufacturer, such Manufacturer shall not
qualify as an Eligible Program Manufacturer.


 


“Eligible Program Vehicle” means a Program
Vehicle that is subject to an Eligible Manufacturer Program on the Vehicle Operating
Lease Commencement Date for such Program Vehicle unless it has been
redesignated as a Non-Program Vehicle pursuant to Section 2.6 of
the HVF Lease; provided, that if any such Vehicle that has been
redesignated as a Non-Program Vehicle is subsequently redesignated as a Program
Vehicle pursuant to Section 2.6 of the HVF Lease, solely for
purposes of determining whether such Vehicle is an Eligible


 


11

















 


Program Vehicle pursuant to
this definition, the Vehicle Operating Lease Commencement Date for any such
Vehicle shall be deemed to be the date of any redesignation.


 


“Eligible Vehicle” means an HVF Vehicle (i) that
is not older than forty-eight (48) months from the date of the original
manufacturer invoice therefor, (ii) the Certificate of Title for which is
in the name of the Hertz Vehicles LLC, as nominee titleholder for HVF and notes
the Collateral Agent as the first lienholder (other than (x) with respect
to an Initial Hertz Vehicle, for which the Certificate of Title shall be in the
name of Hertz, (y) with respect to a Service Vehicle, for which the
Certificate of Title shall be in the name of HFC and (z) in the case of
clauses (x) and (y) above, each Certificate of Title described
therein shall not note any lien thereon, including, without limitation, the
lien of the Collateral Agent) (or, the Certificate of Title has been submitted
to the appropriate state authorities for such retitling and notation), (iii) that
is owned by HVF free and clear of all Liens other than Permitted Liens and (iv) that
is designated as an HVF Vehicle in accordance with the Collateral Agency
Agreement.


 


“Enhancement” means, with respect to any Series of
Indenture Notes, the rights and benefits provided to the Indenture Noteholders
of such Series of Indenture Notes pursuant to any letter of credit, surety
bond, cash collateral account, overcollateralization, issuance of subordinated
Indenture Notes, spread account, guaranteed rate agreement, maturity guaranty
facility, tax protection agreement, interest rate swap or any other similar
arrangement.


 


“Enhancement Agreement” means any contract,
agreement, instrument or document governing the terms of any Enhancement or
pursuant to which any Enhancement is issued or outstanding.


 


“Enhancement Amount” has the meaning
specified, with respect to any Series of Indenture Notes, in the
applicable Series Supplement.


 


“Enhancement Deficiency” has the meaning
specified, with respect to any Series of Indenture Notes, in the
applicable Series Supplement.


 


“Enhancement Provider” means the Person
providing any Enhancement as designated in the applicable Series Supplement,
other than any Indenture Noteholders the Notes of which are subordinated to any
Class of the Indenture Notes of the same Series of Indenture Notes.


 


“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute of similar import,
in each case as in effect from time to time. References to sections of ERISA
also refer to any successor sections.


 


“Escrow Account” has the meaning specified in
Section 1.1 of the Escrow Agreement.


 


“Escrow Agent” has the meaning specified in Section 1.1
of the Escrow Agreement.


 


“Escrow Agreement” means the Amended and
Restated Escrow Agreement, dated as of the Restatement Effective Date, among
the Escrow Agent, the Intermediary, Hertz, HVF 


 


12

















 


and HGI, as amended,
modified or supplemented from time to time in accordance with its terms, or any
replacement escrow agreement entered into pursuant to Section 5.01(e) of
such escrow agreement (or the comparable provision of a replacement escrow
agreement), as amended, modified or supplemented from time to time in
accordance with its terms.


 


“Euroclear” means Euroclear Bank, S.A./N.V.,
as operator of the Euroclear System.


 


“Event of Bankruptcy” shall be deemed to have
occurred with respect to a Person if:


 


(a)  a case or other proceeding shall be
commenced, without the application or consent of such Person, in any court, seeking
the liquidation, reorganization, debt arrangement, dissolution, winding up, or
composition or readjustment of debts of such Person, the appointment of a
trustee, receiver, custodian, liquidator, assignee, sequestrator or the like
for such Person or all or any substantial part of its assets, or any similar
action with respect to such Person under any law relating to bankruptcy,
insolvency, reorganization, winding up or composition or adjustment of debts,
and such case or proceeding shall continue undismissed, or unstayed and in
effect, for a period of 60 consecutive days; or an order for relief in respect
of such Person shall be entered in an involuntary case under the federal
bankruptcy laws or other similar laws now or hereafter in effect; or


 


(b)  such Person shall commence a voluntary
case or other proceeding under any applicable bankruptcy, 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 such Person or for any substantial part of its property,
or shall make any general assignment for the benefit of creditors; or


 


(c)  the board of directors of such Person (if
such Person is a corporation or similar entity) shall vote to implement any of
the actions set forth in clause (b) above.


 


“Excess Damage Charges” means, with respect
to any Program Vehicle, the amount charged or deducted from the Repurchase
Price by the Manufacturer of such Vehicle due to (a) damage over a
prescribed limit, (b), if applicable, damage not subject to a prescribed limit
and (c) missing equipment, in each case with respect to such Vehicle at
the time that such Vehicle is turned in to such Manufacturer or its agent for
repurchase or Auction pursuant to the applicable Manufacturer Program.


 


“Excess Mileage Charges” means, with respect
to any Program Vehicle, the amount charged or deducted from the Repurchase
Price, by the Manufacturer of such Vehicle due to the fact that such Vehicle
has mileage over a prescribed limit at the time that such Vehicle 


 


13

















 


is turned in to such
Manufacturer or its agent for repurchase or Auction pursuant to the applicable
Manufacturer Program.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Excluded Payments” means (a) all
incentive payments payable by a Manufacturer to purchase Vehicles (but not any
amounts payable by a Manufacturer as an incentive for selling Program Vehicles
outside of the related Manufacturer Program), (b) all amounts payable by a
Manufacturer as compensation for the preparation of newly delivered vehicles, (c) all
amounts payable by a Manufacturer as compensation for interest payable after
the purchase price for a Vehicle is paid and (d) all amounts payable by a
Manufacturer in reimbursement for warranty work performed by or on behalf of
HVF on the Vehicles.


 


“Expected Final Payment Date” means, with
respect to any Series of Indenture Notes, the date stated in the
applicable Series Supplement as the date on which such Series of
Indenture Notes is expected to be paid in full.


 


“FDIC” means the Federal Deposit Insurance
Corporation.


 


“Finance Guide” means the Black Book Official
Finance/Lease Guide.


 


“Financial Officer” means, with respect to
any Person, the chief financial officer, vice president-finance, principal
accounting officer, controller or treasurer of such Person.


 


“Fitch” means Fitch Ratings.


 


“Fleet Report” has the meaning specified in Section 2.4
of the Collateral Agency Agreement.


 


“Ford” means Ford Motor Company, a Delaware
corporation, and its successors.


 


“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 Reimbursement
Obligations” means any and all obligations of HVF in respect of a Ford
Letter of Credit set forth in any 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.


 


“GAAP” means the generally accepted
accounting principles promulgated or adopted by the Financial Accounting
Standards Board and its predecessors and successors from time to time.


 


“General
Intangibles” means “general intangible” within the meaning of Section 9-102(a)(42)
of Revised Article 9.


 


14

















 


“General Intangibles Collateral” means HVF’s
right, title and interest in, to and under all of the assets, property and
interests in property, whether now owned or hereafter acquired or created, as
described in Section 3.1(a)(i) and (v) of this
Base Indenture.


 


“GM” means General Motors Company, a Delaware
corporation, and its successors.


 


“Governmental Authority” means any Federal,
state, local or foreign court or governmental department, commission, board,
bureau, agency, authority, instrumentality or regulatory body.


 


“Guaranteed Depreciation Program” means a
guaranteed depreciation program pursuant to which a Manufacturer has agreed to (a) cause
Vehicles manufactured by it or one of its Affiliates that are turned back
during the specified Repurchase Period to be sold by an auction dealer, (b) cause
the proceeds of any such sale to be deposited in a Collateral Account by such
auction dealer promptly following such sale and (c) pay to HVF or the
Intermediary the excess, if any, of the guaranteed payment amount with respect
to any such Vehicle calculated as of the Turnback Date in accordance with the
provisions of such guaranteed depreciation program over the amount deposited in
a Collateral Account by an auction dealer pursuant to clause (b) above.


 


“Hertz” means The Hertz Corporation, a
Delaware corporation, and its successors.


 


“Hertz Contribution Agreement” means the
Contribution Agreement, dated as of December 21,
2005, between Hertz and HVF, as the same may be amended, restated, modified
or supplemented from time to time in accordance with its terms.


 


“Hertz Nominee” means Hertz, as nominee
titleholder for HVF pursuant to the Hertz Nominee Agreement.


 


“Hertz Nominee Agreement” means the Vehicle
Title Nominee Agreement, dated as of December 21, 2005, among Hertz, HVF
and the Collateral Agent, as the same may be amended, restated, modified or
supplemented from time to time in accordance with its terms.


 


“Hertz Nominee Power of Attorney” means a
power of attorney in the form of Exhibit A-2 to the Hertz Nominee
Agreement.


 


“Hertz Vehicles LLC” means Hertz Vehicles
LLC, a Delaware limited liability company, and its successors.


 


“HFC” means Hertz Funding Corp., a Delaware corporation,
and its successors.


 


“HFC Nominee” means HFC, as nominee
titleholder for HVF pursuant to the HFC Nominee Agreement.


 


“HFC Nominee Agreement” means the Vehicle
Title Nominee Agreement, dated as of December 21, 2005, among HFC, HVF,
Hertz and the Collateral Agent, as the same may be amended, restated, modified
or supplemented from time to time in accordance with its terms.


 


15

















 


“HFC Nominee Power of Attorney” means a power
of attorney in the form of Exhibit A-2 to the HFC Nominee
Agreement.


 


“HFC Purchase Agreement” means the Purchase
Agreement, dated as of December 21, 2005, between HFC and HVF, as the same
may be amended, restated, modified or supplemented from time to time in
accordance with its terms.


 


“HGI” means Hertz General Interest LLC, a
Delaware limited liability company, and its successors.


 


“HGI Account” means concentration account no.
323242723, held at JPMorgan Chase Bank in the name of Hertz General Interest
LLC.


 


“HGI Credit Facility” means the Credit and
Security Agreement dated as of September 18, 2002, between HGI and Hertz,
as amended, modified or supplemented from time to time in accordance with its
terms.


 


“HGI Eligible Vehicle” means a HGI Vehicle (i) that
is not older than forty-eight (48) months from the date of the original
manufacturer invoice therefore, (ii) the Certificate of Title for which is
in the name of the Hertz Vehicles LLC, as nominee titleholder for HGI and notes
the Collateral Agent as the first lienholder (or the Certificate of Title has
been submitted to the appropriate state authorities for such notation), (iii) that
is owned by HGI free and clear of all Liens other than Permitted Liens and (iv) that
is designated as a HGI Vehicle in accordance with the Collateral Agency
Agreement.


 


“HGI Exchange Account” has the meaning
specified in Section 1.1 of the Master Exchange Agreement.


 


“HGI Lease” means the Second Amended and
Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as
of December 21, 2005, between HGI, as lessor thereunder, and Hertz, as
lessee and as servicer, as the same may be amended, restated, modified or
supplemented from time to time in accordance with its terms.


 


“HGI LLC Agreement” means the Amended and
Restated Limited Liability Company Agreement of HGI, dated as of December 21,
2005, as amended, modified or supplemented from time to time in accordance with
its terms.


 


“HGI Management Agreement” means each of the
Management Agreements with one or more of the members of the Board of Directors
of HGI, as amended, modified or supplemented from time to time in accordance
with its terms.


 


“HGI Vehicle” means a passenger automobile or
light-duty truck which is owned by HGI and leased by HGI to the Lessee pursuant
to the HGI Lease.


 


“HGI Vehicle Collateral” has the meaning
specified in Section 2.1(c) of the Collateral Agency
Agreement.


 


16

















 


“Honda” means
American Honda Motor Co., Inc., a California corporation, and its
successors.


 


“HVF” means Hertz Vehicle Financing LLC, a
Delaware limited liability company, and its successors.


 


“HVF Credit Facility” means the Credit
Agreement, in the form attached as Exhibit B to the Base Indenture,
to be entered into between HVF and Hertz, as amended, modified or supplemented
from time to time in accordance with its terms.


 


“HVF Exchange Account” has the meaning
specified in Section 1.1 of the Master Exchange Agreement.


 


“HVF Lease” means the Third Amended and
Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as
of the Restatement Effective Date, between HVF, as lessor thereunder, and
Hertz, as lessee and as servicer, as the same may be amended, restated,
modified or supplemented from time to time in accordance with its terms.


 


“HVF LLC Agreement” means the Amended and
Restated Limited Liability Company Agreement of HVF, dated as of the
Restatement Effective Date, as amended, modified or supplemented from time to
time in accordance with its terms.


 


“HVF Management Agreement” means each of the
Management Agreements with one or more of the members of the Board of Directors
of HVF, as amended, modified or supplemented from time to time in accordance
with its terms.


 


“HVF Segregated Vehicle” means a passenger
automobile or light-duty truck which is owned by HVF and leased by HVF to the
Lessee pursuant to a Segregated Series Lease.


 


“HVF Segregated Vehicle Collateral” has the
meaning specified in Section 2.1(b) of the Collateral Agency
Agreement.


 


“HVF Vehicle” means a passenger automobile or
light-duty truck (including any Initial Hertz Vehicle or Service Vehicle) which
is owned by HVF and leased by HVF to the Lessee pursuant to the HVF Lease
(including any such Vehicle that constitutes Replacement Property under, and as
defined in, the Master Exchange Agreement).


 


“HVF Vehicle Collateral” has the meaning
specified in Section 2.1(a) of the Collateral Agency
Agreement.


 


“Hyundai” means Hyundai Motor America
Corporation, a California corporation, and its successors.


 


“IHV Transfer Value” means with
respect to each Initial Hertz Vehicle, the net book value of such Initial Hertz
Vehicle, as recorded on the books and records of Hertz (with appropriate
adjustments for depreciation) at the time of the contribution of each Initial
Hertz Vehicle to HVF pursuant to Section 1.01 of the Hertz
Contribution Agreement.


 


17

















 


“Indebtedness”, as applied to any Person,
means, without duplication, (a) all indebtedness for borrowed money, (b) that
portion of obligations with respect to any lease of any property (whether real,
personal or mixed) that is properly classified as a liability on a balance
sheet in conformity with GAAP, (c) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for
borrowed money, (d) any obligation owed for all or any part of the
deferred purchase price for property or services, which purchase price is (i) due
more than six months from the date of the incurrence of the obligation in respect
thereof or (ii) evidenced by a note or similar written instrument, (e) all
indebtedness secured by any Lien on any property or asset owned by that Person
regardless of whether the indebtedness secured thereby shall have been assumed
by that Person or is nonrecourse to the credit of that Person, and (f) all
Contingent Obligations of such Person in respect of any of the foregoing.


 


“Indemnified Person” has the meaning
specified in Section 2 of the Indemnification Agreement.


 


“Indemnification Agreement” means the Second
Amended and Restated Indemnification Agreement, dated as of the Restatement
Effective Date, among Hertz, Hertz Vehicles LLC, HGI and HVF, as amended,
modified or supplemented from time to time in accordance with its terms.


 


“Indenture” means the Base Indenture,
together with all Series Supplements, as amended, modified or supplemented
from time to time by Supplements thereto in accordance with its terms.


 


“Indenture Collateral” has the meaning
specified in Section 3.1 of the Base Indenture.


 


“Indenture Notes” has the meaning specified
in the recitals to the Base Indenture.


 


“Indenture Noteholder” means the Person in
whose name an Indenture Note is registered in the Note Register.


 


“Independent Director” has the meaning
specified in Schedule A to each of the LLC Agreement, the HVF LLC
Agreement and the HGI LLC Agreement.


 


“Ineligible Asset Amount” means, as of any
date of determination, an amount equal to the sum (without duplication) of the
following amounts to the extent that such amounts are included in clauses (i) through
(x) of the definition of Aggregate Asset Amount for such date: (a) the
aggregate amount of all Manufacturer Receivables (other than Excluded Payments)
as of such date payable to HVF or to the Intermediary pursuant to the Master
Exchange Agreement, in each case, by a Manufacturer with respect to which a
Manufacturer Event of Default specified in clause (i) or (ii) of
the definition thereof is continuing with respect to HVF Vehicles that were
Eligible Vehicles when turned in to and accepted by such Manufacturer or
delivered and accepted for Auction, plus (b) the aggregate amount of all
Manufacturer Receivables (other than Excluded Payments) as of such date payable
to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in
each case, by a Manufacturer which is an Eligible Program Manufacturer with
respect to HVF Vehicles that were Eligible Vehicles when turned in to and
accepted by such Manufacturer or delivered and accepted for Auction which
amounts are unpaid 


 


18

















 


more than one hundred (100)
days past the applicable Due Date, plus (c) the aggregate of all amounts
specified in clause (iv) of the definition of “Aggregate Asset
Amount” which are unpaid more than forty-five (45) days past the applicable
Disposition Date, plus (d) the aggregate of all amounts specified in clause
(v) of the definition of “Aggregate Asset Amount” which are unpaid
sixty (60) days or more past the applicable Disposition Date, plus (e) the
aggregate of all amounts specified in clauses (vi), (vii) and
(x) of the definition of “Aggregate Asset Amount” which are past
due as of such date and in respect of which any grace period provided for in
the HVF Lease for the making of such payments has expired, plus (f) the
aggregate of all amounts specified in clause (viii) of the
definition of “Aggregate Asset Amount” which are unpaid more than five Business
Days past the date on which the related Rejected Vehicle was rejected by the
Lessee pursuant to Section 1.05(b) of the Purchase Agreement,
plus (g) the aggregate of all amounts specified in clause (ix) of
the definition of “Aggregate Asset Amount” which are payable to HVF or to the
Intermediary pursuant to the Master Exchange Agreement, in each case, by a
Manufacturer which was an Eligible Program Manufacturer with respect to which a
Manufacturer Event of Default specified in clause (i) or (ii) of
the definition thereof is continuing or which are unpaid more than sixty (60)
days past the due date thereof, plus (h) the amount by which (x) the
aggregate of all amounts specified in clause (v) of the definition
of “Aggregate Asset Amount” which are unpaid more than fifteen (15) days but
less than sixty (60) days past the applicable Disposition Date exceeds (y) 1%
of the Aggregate Asset Amount on such date plus (i) the amount by which (x) the
aggregate of all amounts specified in clauses (i) and (ii) of
the definition of “Aggregate Asset Amount” attributable to Initial Hertz
Vehicles exceeds (y) the Maximum Initial Hertz Vehicle Amount plus (j) the
amount by which (x) the aggregate of all amounts specified in clauses (i) and
(ii) of the definition of “Aggregate Asset Amount” attributable to
Service Vehicles exceeds (y) the Maximum Service Vehicle Amount plus (k) the
Ineligible Non-Investment Grade Manufacturer Receivable Amount.


 


“Ineligible Non-Investment Grade Manufacturer
Receivable Amount” means, as of any date of determination, with respect to
each Non-Investment Grade Manufacturer, an amount equal to the sum (without
duplication) of the following amounts to the extent that such amounts are
included in clauses (i) through (x) of the definition
of Aggregate Asset Amount for such date: (a) 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 are Eligible Vehicles and Eligible Program Vehicles when turned in to and
accepted by such Non-Investment Grade Manufacturer or delivered and accepted
for Auction, plus (b) 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 Manufacturers with respect to Vehicles that were Eligible
Vehicles but not Eligible Program Vehicles when turned in to and accepted by
such Non-Investment Grade Manufacturer or delivered and accepted for Auction; provided,
that the definition of “Ineligible Non-Investment Grade Manufacturer Receivable
Amount” may be amended by HVF, subject to satisfaction of the Rating Agency
Condition with respect to each Series of Notes Outstanding with respect to
such amendment; provided further that any Non-Investment Grade
Manufacturer may be excluded from this definition by HVF, subject to
satisfaction of the Rating Agency Condition with respect to each Series of
Notes Outstanding with respect to such exclusion.


 


19

















 


“Ineligible Vehicle” means an HVF Vehicle
that is not an Eligible Vehicle.


 


“Initial Closing Date” means the date on
which the initial Series of Indenture Notes was issued pursuant to the
Indenture.


 


“Initial Determination Date” means, with
respect to any Vehicle, the Determination Date with respect to the Related
Month in which a Vehicle Operating Lease Commencement Date for such Vehicle
occurs.


 


“Initial Hertz Vehicles” means, solely during
the period commencing on December 21, 2005 and ending 180 days from December 21,
2005, a passenger automobile or light-duty truck which is contributed by Hertz
to HVF on or prior to December 21, 2005 pursuant to the Hertz Contribution
Agreement and leased by HVF to the Lessee pursuant to the HVF Lease (including
any such Vehicle that constitutes Replacement Property under and as defined in
the Master Exchange Agreement) and (i) that is not older than forty-eight
(48) months from the date of the original manufacturer invoice therefore, (ii) the
Certificate of Title for which is in the name of Hertz and shall not note any
lien thereon, including, without limitation, the lien of the Collateral Agent
(or the Certificate of Title has been submitted to the appropriate state
authorities for retitling and notation of the lien of the Collateral Agent as
the first lienholder), (iii) that has been made subject to the Hertz
Nominee Agreement, (iv) that is owned by HVF free and clear of all Liens
other than Permitted Liens and (v) that is designated as an HVF Vehicle in
accordance with the Collateral Agency Agreement.  For the avoidance of doubt, with respect to
any passenger automobile or light-duty truck, from and after receipt by the
Servicer or a Servicer’s Agent, as agent of, and custodian for, the Collateral
Agent, or its designated agents, of a Certificate of Title with respect to such
passenger automobile or light-duty truck which is in the name of Hertz Vehicles
LLC, as nominee titleholder for HVF, and which notes the Collateral Agent as
the first lienholder, such passenger automobile or light-duty truck shall not
constitute an Initial Hertz Vehicle.  In
addition, for the avoidance of doubt, from and after the expiration of the
period ending 180 days from December 21, 2005, no passenger automobile or
light-duty truck shall constitute an Initial Hertz Vehicle.


 


“Initial Principal Amount” means, with
respect to any Series of Indenture Notes, the aggregate initial principal
amount specified in the applicable Series Supplement.


 


“In-Service Date” means, with respect to (i) any
Vehicle subject to a Manufacturer Program, the date on which depreciation
related to such Vehicle begins to accrue under such Manufacturer Program and (ii) any
Vehicle not subject to a Manufacturer Program, the date designated by the
Servicer in respect of such Non-Program Vehicle in the Monthly Servicing
Certificate for the Related Month in which the Vehicle Operating Lease
Commencement Date for such Non-Program Vehicle occurs.


 


“Interest Collections” means on any date of
determination all Collections which represent payments of Monthly Variable Rent
under the HVF Lease plus any amounts earned on Permitted Investments in the
Collection Account which are available for distribution on such date.


 


20














 


“Interest Period” means, with respect to any Series of
Indenture Notes, the period specified in the applicable Series Supplement.


 


“Intermediary” means the Person acting in the
capacity of Qualified Intermediary pursuant to the Master Exchange Agreement.


 


“Invested Percentage” means, with respect to
any Series of Notes, the percentage specified in the applicable Series Supplement.


 


“Investment Company Act” means the Investment
Company Act of 1940, as amended.


 


“Investment Property” has the meaning
specified in Section 9-102(a)(49) of the applicable UCC.


 


“Invoice Adjustment” has the meaning
specified in Section 1.05(d) of the Purchase Agreement.


 


“Jaguar” means Jaguar Cars, a division of
Ford Motor Company, and its successors.


 


“Kia” means Kia Motors America, Inc., a
California corporation, and its successors.


 


“Land Rover” means Land Rover North America, Inc.,
a Delaware corporation, and its successors.


 


“Lease” means either the HVF Lease or the HGI
Lease.


 


“Lease Payment Default” means the occurrence
of any event described in Section 17.1.1 of the HVF Lease.


 


“Lease Payment Deficit” means, for any
Related Month, an amount equal to the excess, if any, of (a) the aggregate
amount of payments required to be made under the HVF Lease with respect to the
Related Month over (b) the aggregate amount of payments actually received
by HVF under the HVF Lease with respect to the Related Month.


 


“Lessee” means Hertz, in its capacity as the
lessee under the HVF Lease and the HGI Lease.


 


“Lessor” means HVF, in its capacity as the
lessor under the HVF Lease.


 


“Lexus” means Lexus, a division of Toyota,
and its successors.


 


“Lien” means, when used with respect to any
Person, any interest in any real or personal property, asset or other right
held, owned or being purchased or acquired by such Person which secures payment
or performance of any obligation, and shall include any mortgage, lien, pledge,
encumbrance, charge, retained security title of a conditional vendor or 


 


21

















 


lessor, or other security
interest of any kind, whether arising under a security agreement, mortgage,
lease, deed of trust, chattel mortgage, assignment, pledge, retention or
security title, financing or similar statement, or notice or arising as a
matter of law, judicial process or otherwise.


 


“Limited Liquidation Event of Default” means,
with respect to any Series of Notes, any event specified as such in the
applicable Series Supplement.


 


“Liquidation Event of Default” means, so long
as such event or condition continues, any of the following: (a) any Lease
Payment Default, (b) an
Event of Bankruptcy with respect to Hertz, Hertz Vehicles LLC, HGI or HVF or (c) an Operating Lease Event of Default in respect of a breach
by the Lessor (or the Lessee on its behalf) of its agreements set forth in Section 18(a) of
the HVF Lease.


 


“LLC Agreement” means the Second Amended and
Restated Limited Liability Company Agreement of Hertz Vehicles LLC, dated as of
the Restatement Effective Date, as amended, modified or supplemented from time
to time in accordance with its terms.


 


“Luxembourg Agent” has the meaning specified
in Section 2.4(c) of the Base Indenture.


 


“Management Agreement” means each of the
Management Agreements with one or more of the members of the Board of Directors
of Hertz Vehicles LLC, as amended, modified or supplemented from time to time
in accordance with its terms.


 


“Manufacturer” means a manufacturer or
distributor of passenger automobiles and/or light-duty trucks.


 


“Manufacturer
Event of Default” means with respect to any Manufacturer, (i) there
shall be Past Due Amounts owing to Hertz, HGI, HVF or the Intermediary with
respect to such Manufacturer in an amount equal to or in excess of the lesser
of (x) $25 million and (y) the then outstanding aggregate amount of
repurchase obligations of such Manufacturer under its Manufacturer Program in
respect of all Vehicles, in each case, net of Past Due Amounts aggregating no
more than $50 million, (A) that are the subject of a good faith dispute as
evidenced in a writing by Hertz, HGI, HVF or the Manufacturer questioning the
accuracy of amounts paid or payable in respect of certain Vehicles tendered for
repurchase under a Manufacturer Program (as distinguished from any dispute
relating to the repudiation by such Manufacturer generally of its obligations
under such Manufacturer Program or the assertion by such Manufacturer of the
invalidity or unenforceability as against it of such Manufacturer Program) and (B) with
respect to which Hertz, HGI or HVF, as the case may be, has provided adequate
reserves as reasonably determined by such Person, (ii) the occurrence and
continuance of an Event of Bankruptcy with respect to such Manufacturer; provided,
that, a Manufacturer Event of Default which occurs pursuant to this clause (ii) shall
be deemed to no longer be continuing on and after the date such Manufacturer
assumes its Manufacturer Program in accordance with the Bankruptcy Code or (iii) the
termination of such Manufacturer’s Manufacturer Program or the failure of such Manufacturer’s
Repurchase Program or Guaranteed Depreciation Program to qualify as a
Manufacturer Program.


 


22

















 


“Manufacturer Program”
unless otherwise specified in a Segregated Series Supplement with respect
to the Vehicles comprising the related Series-Specific Collateral, means at any
time any Repurchase Program or Guaranteed Depreciation Program that is in full
force and effect with a Manufacturer (i) pursuant to which the repurchase
price or guaranteed auction sale price is at least equal to the Capitalized
Cost of each Vehicle, minus all Depreciation Charges accrued with respect to
such Vehicle prior to the date that the Vehicle is submitted for repurchase,
minus Excess Mileage Charges, minus Excess Damage Charges, (ii) that
cannot be amended or terminated with respect to any Vehicle after the purchase
of that Vehicle, and (iii) the assignment of the benefits of which to HVF
and the Collateral Agent has been acknowledged in writing by the related
Manufacturer in the form of an Assignment Agreement.


 


“Manufacturer Receivable” means an amount due
from a Manufacturer or an auction dealer under a Manufacturer Program in
respect of or in connection with a Program Vehicle disposed of in accordance
with such Manufacturer Program.


 


“Market Value” means, unless otherwise
specified in a Segregated Series Supplement with respect to the related
Series-Specific Vehicles, with respect to any Vehicle as of any date of
determination, the wholesale market value of such Vehicle as specified in the
Related Month’s published NADA Guide for the model class and model year of such
Vehicle based on the average equipment and the average mileage of each vehicle
of such model class and model year; provided, that if the NADA Guide is
not being published or the NADA Guide is being published but such Vehicle is
not included therein, the Finance Guide at the beginning of the model year
shall be used to estimate the wholesale market value of the Vehicle, based on
the Vehicle’s model class and model year or the closest model class and model
year thereto and a vehicle condition of “average” (as defined in the Finance
Guide); provided, further, that if the Finance Guide is not being
published or the Finance Guide is being published but such Vehicle or a
reasonably similar model class and model year is not included therein, the
wholesale market value of such Vehicle shall be based on an independent
third-party data source, and determined in accordance with a methodology, with
respect to which the Rating Agency Condition with respect to each Series of
Notes Outstanding shall have been satisfied; 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 wholesale
market value of such 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.


 


“Master Exchange Agreement” means the Second
Amended and Restated Master Exchange Agreement, dated as of the Restatement
Effective Date, among Hertz, HVF, HGI, the Intermediary and DB Services
Tennessee, Inc., as amended, modified or supplemented from time to time in
accordance with its terms.


 


“Material Adverse Effect” means, with respect
to any occurrence, event or condition:


 


1.     a material adverse change in the financial condition, business,
assets or operations of Hertz and its Consolidated Subsidiaries;


 


23

















 


2.     a material adverse effect on the ability of Hertz, the Hertz
Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI, HVF or the Qualified
Intermediary to perform its obligations under any of the Related Documents
(other than any Related Document relating solely to any Segregated Series of
Notes);


 


3.     a material adverse effect on HVF’s interest in the HVF Vehicles
or the related Manufacturer Receivables; or


 


4.     an adverse effect on (i) the validity or enforceability of
any Related Documents or (ii) on the validity, status, perfection or
priority of the Lien of the Trustee in the Indenture Collateral or of the
Collateral Agent in the HVF Vehicle Collateral; provided that with
respect to the Initial Hertz Vehicles and the Service Vehicles, the lack of the
notation of the lien of the Collateral Agent on the Certificates of Title
related to such Vehicles to the extent provided under the Related Documents,
shall not constitute a Material Adverse Effect.


 


“Maximum Initial Hertz Vehicle Amount” means
during the period (i) from and including December 21, 2005 to but
excluding the 90th day following December 21, 2005, $480,000,000 of the Adjusted Aggregate Asset Amount, (ii) from
and including the 90th day following December 21, 2005 to but excluding
the 180th day following December 21, 2005, $270,000,000
of the Adjusted Aggregate Asset Amount and (iii) thereafter, $0.


 


“Maximum Lease Termination Date” means, with
respect to any Vehicle, the earlier of (x) the last Business Day of the
month that is 36 months after the month in which the Vehicle Operating Lease
Commencement Date occurs with respect to such Vehicle and (y) the last
Business Day of the month that is 47 months after the date of original invoice
for such Vehicle.


 


“Maximum Manufacturer Amount” means, as of
any date of determination, with respect to a particular Manufacturer or group
of Manufacturers, the lowest Maximum Manufacturer Amount with respect to such
Manufacturer or group of Manufacturers specified with respect to such
Manufacturer or group of Manufacturers in any Series Supplement under
which Notes are Outstanding as of such date.


 


“Maximum Non-Eligible Manufacturer Amount”
means, as of any date of determination, the lowest Maximum Non-Eligible
Manufacturer Amount specified in any Series Supplement under which Notes
are Outstanding as of such date.


 


“Maximum Non-Eligible Vehicle Amount” means,
as of any date of determination, the lowest Maximum Non-Eligible Vehicle Amount
specified in any Series Supplement under which Notes are Outstanding as of
such date.


 


“Maximum Service Vehicle Amount” means,
$35,000,000.


 


“Maximum Term” has the meaning specified in Section 3.1
of the HVF Lease.


 


24

















 


“Mazda” means Mazda Motor of America, Inc.,
a California corporation, d/b/a Mazda North American Operations, and its
successors, provided, that for determination of ratings by the Rating
Agencies, “Mazda” means Mazda Motor Corporation and its successors.


 


“Measurement Month” on any date, means each
calendar month, or the smallest number of consecutive calendar months,
preceding such date in which at least the lesser of the following (a) and (b) were
sold to third parties, at auction or otherwise (excluding salvage sales): (a) the
greater of (x) one-twelfth of the number of Non-Program Vehicles as of the
last day of such calendar month or consecutive calendar months and (y) 2,000
and (b) 4,500 Non-Program Vehicles; provided, however, that
no calendar month included in a single Measurement Month shall be included in
any other Measurement Month.


 


“Mercedes” means, Mercedes Benz USA, a wholly
owned subsidiary of Chrysler, and its successors.


 


“Minimum Term” has the meaning specified in Section 3.1
of the HVF Lease.


 


“Mitsubishi” means Mitsubishi Motor Sales of
America, Inc., a California corporation, and its successors.


 


“Monthly Administration Fee” has the meaning
specified in the Administration Agreement.


 


“Monthly Base Rent” has the meaning specified
in Section 4.1 of the HVF Lease.


 


“Monthly Servicing Certificate” has the
meaning specified in Section 4.1(c) of the Base Indenture.


 


“Monthly Servicing Fee” has the meaning
specified in Section 23 of the HVF Lease.


 


“Monthly Noteholders’ Statement” means, with
respect to any Series of Indenture Notes, a statement substantially in the
form of an Exhibit to the applicable Series Supplement.


 


“Monthly Variable Rent” has the meaning
specified in Section 4.2 of the HVF Lease.


 


“Moody’s” means Moody’s Investors Service.


 


“NADA Guide” means the National Automobile
Dealers Association, Official Used Car Guide, Eastern Edition.


 


“Net Book Value” means, (a) with respect
to each New Vehicle subject to the HVF Lease or the HGI Lease, (i) as of
any date of determination during the period from the Vehicle Operating Lease
Commencement Date for such New Vehicle under the applicable Lease to but
excluding the Initial Determination Date for such New Vehicle, the Capitalized
Cost of such New Vehicle, (ii) as of the Initial Determination Date for
such New Vehicle, (A) the Capitalized Cost for such New Vehicle minus (B) the
aggregate Depreciation Charges accrued 


 


25

















 


with respect to such New
Vehicle under such Lease through the last day of the Related Month in which the
Vehicle Operating Lease Commencement Date for such New Vehicle under such Lease
occurred and (iii) as of any Determination Date after the Initial
Determination Date for such New Vehicle, (A) the Net Book Value of such
New Vehicle as calculated on the immediately preceding Determination Date minus
(B) the aggregate Depreciation Charges accrued with respect to such New
Vehicle under such Lease during the Related Month (through the last day
thereof), (b) with respect to each Transferred Vehicle subject to the HVF
Lease or the HGI Lease, (i) as of any date of determination during the
period from the Vehicle Operating Lease Commencement Date for such Transferred
Vehicle under the applicable Lease to but excluding the Initial Determination
Date for such Transferred Vehicle, the Transfer Price of such Transferred
Vehicle paid by the Purchaser of such Transferred Vehicle pursuant to Section 1.07
of the Purchase Agreement, (ii) as of the Initial Determination Date for
such Transferred Vehicle, (A) the Transfer Price of such Transferred
Vehicle paid by the Purchaser of such Transferred Vehicle pursuant to Section 1.07
of the Purchase Agreement minus (B) the aggregate Depreciation Charges
accrued with respect to such Transferred Vehicle under such Lease through the
last day of the Related Month in which the Vehicle Operating Lease Commencement
Date for such Transferred Vehicle under such Lease occurred and (iii) as
of any Determination Date after the Initial Determination Date for such
Transferred Vehicle, (A) the Net Book Value of such Transferred Vehicle as
calculated on the immediately preceding Determination Date minus (B) the
aggregate Depreciation Charges accrued with respect to such Transferred Vehicle
under such Lease during the Related Month (through the last day thereof), (c) with
respect to each Initial Hertz Vehicle subject to the HVF Lease, (i) as of
any date of determination during the period from the Vehicle Operating Lease
Commencement Date for such Initial Hertz Vehicle under such Lease to but
excluding the Initial Determination Date for such Initial Hertz Vehicle, the
IHV Transfer Value of such
Initial Hertz Vehicle, (ii) as of the Initial Determination Date for such
Initial Hertz Vehicle, (A) the IHV Transfer Value of such Initial Hertz
Vehicle minus (B) the aggregate Depreciation Charges accrued with respect
to such Initial Hertz Vehicle under such Lease through the last day of the
Related Month in which the Vehicle Operating Lease Commencement Date for such
Initial Hertz Vehicle under such Lease occurred and (iii) as of any
Determination Date after the Initial Determination Date for such Initial Hertz
Vehicle, (A) the Net Book Value of such Initial Hertz Vehicle as
calculated on the immediately preceding Determination Date minus (B) the
aggregate Depreciation Charges accrued with respect to such Initial Hertz
Vehicle under such Lease during the Related Month (through the last day
thereof) and (d) with respect to each Service Vehicle subject to the HVF
Lease, (i) as of any date of determination during the period from the
Vehicle Operating Lease Commencement Date for such Service Vehicle under such
Lease to but excluding the Initial Determination Date for such Service Vehicle,
the SV Transfer Price of such Service Vehicle paid by HVF pursuant to Section 1.02
of the HFC Purchase Agreement, (ii) as of the Initial Determination Date
for such Service Vehicle, (A) the SV Transfer Price of such Service
Vehicle paid by HVF pursuant to Section 1.02 of the HFC Purchase
Agreement minus (B) the aggregate Depreciation Charges accrued with
respect to such Service Vehicle under such Lease through the last day of the
Related Month in which the Vehicle Operating Lease Commencement Date for such
Service Vehicle under such Lease occurred and (iii) as of any
Determination Date after the Initial Determination Date for such Service
Vehicle, (A) the Net Book Value of such Service Vehicle as calculated on
the immediately preceding Determination Date minus (B) the aggregate
Depreciation Charges accrued with respect to such Service Vehicle under such
Lease during the Related Month 


 


26

















 


(through the last day
thereof).  After the Initial
Determination Date for any Vehicle subject to the HVF Lease or the HGI Lease, on
any day which is not a Determination Date, the Net Book Value of such Vehicle
shall be the Net Book Value calculated for such Vehicle on the most recent
Determination Date.  In connection with a
redesignation of an Eligible Vehicle as either a Program Vehicle or a
Non-Program Vehicle in accordance with Section 2.6 of the HVF
Lease, the Net Book Value of such Vehicle shall be recalculated on the next
Determination Date following such redesignation as if such Vehicle had been
designated as a Non-Program Vehicle (in the case of a redesignated Program
Vehicle) or a Program Vehicle (in the case of a redesignated Non-Program
Vehicle) on the Vehicle Operating Lease Commencement Date for such Vehicle.


 


“New HVF Vehicle” has the meaning specified
in Section 1.04 of the Purchase Agreement.


 


“New Vehicle” has the meaning specified in Section 1.04
of the Purchase Agreement.


 


“New Vehicle Schedule” has the meaning
specified in Section 1.04 of the Purchase Agreement.


 


“Nissan” means Nissan North America, Inc.,
a California corporation, and its successors.


 


“Nominee” means Hertz Vehicles LLC, as
nominee titleholder for each of HGI and HVF pursuant to the Nominee Agreement.


 


“Nominee Agreement” means the Second Amended
and Restated Vehicle Title Nominee Agreement dated as of the Restatement
Effective Date among Hertz Vehicles LLC, HVF, HGI, and the Collateral Agent, as
amended, modified or supplemented from time to time in accordance with its
terms.


 


“Nominee Power of Attorney” means a power of
attorney in the form of Exhibit A to the Nominee Agreement.


 


“Non-Eligible Program Vehicle” means a
Program Vehicle that is not an Eligible Program Vehicle on the Vehicle
Operating Lease Commencement Date for such Program Vehicle unless it has been
redesignated as a Non-Program Vehicle pursuant to Section 2.6 of
the HVF Lease; provided, if any such Vehicle that has been redesignated
as a Non-Program Vehicle is subsequently redesignated as a Program Vehicle
pursuant to Section 2.6 of the HVF Lease, solely for purposes of
determining whether a Vehicle is a Non-Eligible Program Vehicle pursuant to
this definition, the Vehicle Operating Lease Commencement Date for any such
Vehicle shall be deemed to be the date of any such redesignation.


 


“Non-Investment Grade Manufacturer” has the
meaning specified, with respect to any Series, in the applicable Series Supplement.


 


“Non-Program Vehicle” means an HVF Vehicle
that is not subject to a Manufacturer Program on the Vehicle Operating Lease
Commencement Date for such HVF


 


27

















 


Vehicle or which is
redesignated as a Non-Program Vehicle pursuant to Section 2.6 of
the HVF Lease unless, in either case, it has been redesignated as a Program
Vehicle pursuant to Section 2.6 of the HVF Lease; provided,
that if any such Vehicle that has been redesignated as a Program Vehicle is
subsequently redesignated as a Non-Program Vehicle pursuant to Section 2.6
of the HVF Lease, solely for purposes of determining whether a Vehicle is a
Non-Program Vehicle pursuant to this definition, the Vehicle Operating Lease
Commencement Date for any such Vehicle shall be deemed to be the date of any
redesignation.


 


“Non-Program Vehicle Special Default Payments”
has the meaning specified in Section 13.3 of the HVF Lease.


 


“Non-Segregated Series Percentage” means
as of any date of determination the percentage equivalent of a fraction, the
numerator of which is the Aggregate Principal Amount as of such date and the
denominator of which is the sum of the Aggregate Principal Amount and the sum of
the Principal Amounts with respect to all Segregated Series of Notes
Outstanding, in each case as of such date.


 


“Noteholder” and “Holder” means the
Person in whose name a Note is registered in the Note Register.


 


“Note Obligations”
means all principal and interest, at any time and from time to time, owing by
HVF on the Notes and all costs, fees and expenses payable by, or obligations
of, HVF under the Indenture (exclusive of
any Segregated Series Supplements) and/or the Related Documents (other than Related Documents or portions thereof
relating solely to any Segregated Series).


 


“Note Owner” means, with respect to a
Book-Entry Note, the Person who is the beneficial owner of such Book-Entry
Note, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly or as an
indirect participant, in accordance with the rules of such Clearing
Agency).


 


“Note Rate” means, with respect to any Series of
Indenture Notes, the annual rate at which interest accrues on the Indenture
Notes of such Series of Indenture Notes (or formula on the basis of which
such rate shall be determined) as stated in the applicable Series Supplement.


 


“Note Register” means the register maintained
pursuant to Section 2.5(a) of the Base Indenture, providing
for the registration of the Indenture Notes and transfers and exchanges
thereof.


 


“Notes” has the meaning specified in the
recitals to the Base Indenture.


 


“Officer’s Certificate” means a certificate
signed by an Authorized Officer of Hertz, HGI, Hertz Vehicles LLC or HVF, as
the case may be.


 


“Old Chrysler” means Old Carco LLC and its
successors.


 


“Old GM” means Motors Liquidation Company and
its successors.


 


28

















 


“Operating Lease Commencement Date” has the
meaning specified in Section 3.2 of the HVF Lease.


 


“Operating Lease Event of Default” has the
meaning specified in Section 17.1 of the HVF Lease.


 


“Operating Lease Expiration Date” has the
meaning specified in Section 3.2 of the HVF Lease.


 


“Opinion of Counsel” means a written opinion
from legal counsel who is acceptable to the Trustee.  The counsel may be an employee of or counsel
to Hertz, HGI, Hertz Vehicles LLC or HVF, as the case may be.


 


“Outstanding” has the meaning specified, with
respect to any Series of Indenture Notes, in the applicable Series Supplement.


 


“Past Due Amounts” means, with respect to any
Manufacturer, the amount that such Manufacturer (or if such Manufacturer’s
Manufacturer Program is a Guaranteed Depreciation Program, such Manufacturer or
any related auction dealers) shall have failed to pay when due under such
Manufacturer’s Manufacturer Program with respect to a Vehicle turned in to such
Manufacturer with respect to which such failure shall have continued for more
than one hundred (100) days following the Due Date.


 


“Paying Agent” has the meaning specified in Section 2.5(a) of
the Base Indenture.


 


“Payment Date” means, unless otherwise
specified in any Series Supplement for the related Series of Indenture
Notes, the 25th day of each calendar month, or if such date is not a Business
Day, the next succeeding Business Day, commencing on October 25, 2002.


 


“Permitted Check Payments” means (i) payments
of sales proceeds of HVF Vehicles made by check by auction dealers under the
Manufacturer Program with Chrysler and (ii) payments made by check by GM,
Hyundai and Subaru under their respective Manufacturer Programs.


 


“Permitted Investments” means negotiable
instruments or securities, payable in Dollars, issued by an entity organized
under the laws of the United States of America and represented by instruments
in bearer or registered or in book-entry form which evidence (excluding any
security with the “r” symbol attached to its rating):


 


(i)  obligations the full and timely payment of which are to be
made by or is fully guaranteed by the United States of America other than
financial contracts whose value depends on the values or indices of asset
values;


 


(ii)  demand deposits of, time deposits in, or certificates of
deposit issued by, any depositary institution or trust company incorporated
under the laws of the United States of America or any state thereof whose
short-term debt is rated “P-1” by Moody’s, “A-1+” by S&P (or as otherwise
agreed to by S&P) and, if rated by Fitch, “F1+” by Fitch (or as otherwise
agreed to by Fitch) and subject to supervision and examination by 


 


29

















 


Federal
or state banking or depositary institution authorities; provided, however,
that at the earlier of (x) the time of the investment and (y) the
time of the contractual commitment to invest therein, the certificates of
deposit or short-term deposits, if any, or long-term unsecured debt obligations
(other than such obligation whose rating is based on collateral or on the
credit of a Person other than such institution or trust company) of such
depositary institution or trust company shall have a credit rating from S&P
of “A-1+” (or as otherwise agreed to by S&P), a credit rating from Moody’s
of “P-1” and, if rated by Fitch, a credit rating from Fitch of “F-1+” (or as
otherwise agreed to by Fitch) in the case of certificates of deposit or
short-term deposits, or a rating from S&P not lower than “AA,” a rating
from Moody’s not lower than “Aa2” and, if rated by Fitch, a rating from Fitch
not lower than “AA” in the case of long-term unsecured debt obligations;


 


(iii)  commercial paper having, at the earlier of (x) the
time of the investment and (y) the time of the contractual commitment to
invest therein, a rating from S&P of “A-1+” (or as otherwise agreed to by
S&P), a rating from Moody’s of “P-1” and, if rated by Fitch, a rating from
Fitch of “F-1+” (or as otherwise agreed to by Fitch);


 


(iv)  bankers’ acceptances issued by any depositary institution or
trust company described in clause (ii) above;


 


(v)  investments in money market funds rated “AAAm” by S&P, “Aaa”
by Moody’s and, if rated by Fitch, “AAA” by Fitch, or otherwise approved in
writing by S&P, Moody’s and Fitch;


 


(vi)  Eurodollar time deposits having a credit rating from S&P
of “A-1+” (or as otherwise agreed to by S&P), a credit rating from Moody’s
of “P-1” and, if rated by Fitch, a credit rating from Fitch of “F-1+” (or as
otherwise agreed to by Fitch);


 


(vii)  repurchase agreements involving any of the Permitted
Investments described in clauses (i) and (vi) above and
the certificates of deposit described in clause (ii) above which
are entered into with a depository institution or trust company, having a
commercial paper or short-term certificate of deposit rating of “A-1+” by
S&P (or as otherwise agreed to by S&P), “P-1” by Moody’s and, if rated
by Fitch, “F-1+” by Fitch (or as otherwise agreed to by Fitch) or which
otherwise is approved as to collateralization by the Rating Agencies; and


 


(viii)  any other instruments or securities, if the Rating
Agencies confirm in writing that the investment in such instruments or
securities will not adversely affect any ratings with respect to any Series of
Indenture Notes.


 


“Permitted Liens” means (i) Liens for
current taxes not delinquent or for taxes being contested in good faith and by
appropriate proceedings, and with respect to which adequate reserves have been
established, and are being maintained, in accordance with GAAP, (ii) mechanics’,
materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and other Liens
imposed by law, securing obligations arising in the ordinary course of business
that are not more than thirty days past due or are being contested in good
faith and by appropriate proceedings and with respect to which adequate
reserves have been established, and are being maintained, in 


 


30

















 


accordance with GAAP, (iii) Liens
in favor of the Trustee pursuant to the Indenture and Liens in favor of the
Collateral Agent pursuant to the Collateral Agency Agreement, and (iv) Liens
in favor of an Enhancement Provider, provided, however, that such
Liens referred to in this clause (iv) are subordinate to the Liens
in favor of the Trustee and the Collateral Agent and have been consented to by
each of the Trustee and the Collateral Agent.


 


“Person” means any natural person,
corporation, business trust, joint venture, association, company, partnership,
limited liability company, joint stock company, corporation, trust,
unincorporated organization or Governmental Authority.


 


“Physical Property” means banker’s
acceptances, commercial paper, negotiable certificates of deposits and other
obligations that constitute “instruments” within the meaning of Section 9-102(a)(47)
of the applicable UCC and are susceptible to physical delivery and Certificated
Securities.


 


“Plan” means any “employee pension benefit
plan”, as such term is defined in ERISA, which is subject to Title IV of ERISA
(other than a “multiemployer plan”, as defined in Section 4001 of ERISA)
and to which any company in the Controlled Group has liability, including any
liability by reason of having been a substantial employer within the meaning of
Section 4063 of ERISA for any time within the preceding five years or by
reason of being deemed to be a contributing sponsor under Section 4069 of
ERISA.


 


“Pool Factor” means, unless a Series of
Indenture Notes is issued in more than one Class as stated in the
applicable Series Supplement a number carried out to seven decimals
representing the ratio of the Principal Amount of such Series as of such
Record Date (determined after taking into account any reduction in the
Principal Amount which will occur on the following Payment Date) to the Initial
Principal Amount of such Series, and with respect to a Series of Indenture
Notes having more than one Class, as specified in the applicable Series Supplement.


 


“Potential Amortization Event” means any
occurrence or event which, with the giving of notice, the passage of time or
both, would constitute an Amortization Event.


 


“Potential Manufacturer Event of Default”
means an event which, with the giving of notice, the passage of time or both,
would constitute a Manufacturer Event of Default.


 


“Potential Operating Lease Event of Default”
means any occurrence or event which, with the giving of notice, the passage of
time or both, would constitute an Operating Lease Event of Default.


 


“Power of Attorney” means a power of attorney
in the form of Exhibit B to the Collateral Agency Agreement.


 


“Principal Amount” means, with respect to
each Series of Indenture Notes, the amount specified in the applicable Series Supplement.


 


“Principal Collections” means any Collections
other than Interest Collections.


 


31














 


“Principal Distribution Period” means, with
respect to any Series of Indenture Notes, the period specified in the
applicable Series Supplement.


 


“Principal Payment Amount” means, with
respect to any Class of Indenture Notes, the amount (or amounts) specified
in any applicable Series Supplement.


 


“Principal Terms” has the meaning specified
in Section 2.3 of the Base Indenture.


 


“Proceeds” has the meaning specified in Section 9-102(a)(64)
of the applicable UCC.


 


“Program Segregated Vehicle” means an HVF
Segregated Vehicle eligible under, and subject to, a Manufacturer Program


 


“Program Vehicle” means an HVF Vehicle
eligible under, and subject to, a Manufacturer Program.


 


“Program Vehicle Special Default Payments”
has the meaning specified in Section 13.3 of the HVF Lease.


 


“PR Borrower” means Puerto Ricancars Fleet,
LLC, a Puerto Rican special purpose limited liability company established under
the laws of the Commonwealth of Puerto Rico.


 


“Purchase Agreement” means the Second Amended
and Restated Participation, Purchase and Sale Agreement dated as of the
Restatement Effective Date by and among HGI, HVF, the Servicer and the Lessee,
as amended, modified or supplemented from time to time in accordance with its
terms.


 


“Purchaser” has the meaning specified in the
recitals to the Purchase Agreement.


 


“Qualified Institution” means a depository
institution organized under the laws of the United States of America or any
State thereof or incorporated under the laws of a foreign jurisdiction with a
branch or agency located in the United States of America or any State thereof
and subject to supervision and examination by federal or state banking
authorities which at all times has the Required Rating and, in the case of any
such institution organized under the laws of the United States of America,
whose deposits are insured by the FDIC.


 


“Qualified Insurer” means a financially sound
and responsible insurance company duly authorized and licensed where required
by law to transact business and having a general policy rating of “A” or better
by A.M. Best Company, Inc.


 


“Qualified Intermediary” means a Person
satisfying the requirements for a “qualified intermediary” within the meaning
of Section 1031 of the Code and the regulations thereunder.


 


“Qualified Trust Institution” means an
institution organized under the laws of the United States of America or any
State thereof or incorporated under the laws of a foreign 


 


32

















 


jurisdiction with a branch
or agency located in the United States of America or any State thereof and
subject to supervision and examination by federal or state banking authorities
which at all times (i) is authorized under such laws to act as a trustee
or in any other fiduciary capacity, (ii) has capital, surplus and
undivided profits of not less than $50,000,000 as set forth in its most recent
published annual report of condition, and (iii) has a long term deposits
rating of not less than “BBB-” by S&P, “Baa3” by Moody’s and, unless
otherwise agreed to by Fitch, “BBB-” by Fitch.


 


“Rapid Amortization Period” means, with
respect to any Series of Notes, the period specified in the applicable Series Supplement.


 


“Rating Agency” with respect to any Series of
Indenture Notes, has the meaning specified in the applicable Series Supplement;
provided, that, if a Rating Agency ceases to rate the Indenture Notes of
any Series of Indenture Notes, such Rating Agency shall be deemed to no
longer constitute a Rating Agency for all purposes with respect to such Series of
Indenture Notes.


 


“Rating Agency Condition” with respect to any
Series of Indenture Notes, has the meaning specified in the applicable Series Supplement.


 


“Reasonably Equivalent Value” has the meaning
specified in Section 1.07 of the Purchase Agreement.


 


“Reassignment Claim” has the meaning
specified in Section 2.2 of the Collateral Agency Agreement.


 


“Reassignment Report” has the meaning
specified in Section 2.2 of the Collateral Agency Agreement.


 


“Record Date” means, with respect to any Series of
Indenture Notes and any Payment Date, the date specified in the applicable Series Supplement.


 


“Redesignated Ineligible Program Vehicle” has
the meaning specified in Section 2.6 of the HVF Lease.


 


“Registered
Organization” means “registered organization” within the meaning of Section 9-102(a)(70)
of Revised Article 9.


 


“Registrar” has the meaning specified in Section 2.5(a) of
the Base Indenture.


 


“Rejected Vehicle” has the meaning specified
in Section 1.05(b) of the Purchase Agreement.


 


“Rejected Vehicle Payment” has the meaning
specified in Section 1.05(b) of the Purchase Agreement.


 


“Rejected Vehicle Schedule” has the meaning
specified in Section 1.05(b) of the Purchase Agreement.


 


33

















 


“Related Document Actions” has the meaning
specified in Section 12.2(c) of the Base Indenture.


 


“Related Documents” means, collectively, the
Indenture, the Indenture Notes, the Purchase Agreement, the Hertz Contribution
Agreement, the HFC Purchase Agreement, the Nominee Agreement, the Hertz Nominee
Agreement, the HFC Nominee Agreement, the Collateral Agency Agreement, the
Indemnification Agreement, the LLC Agreement, the HVF Credit Facility, any
Enhancement Agreement, the Assignment Agreements, the Administration Agreement,
the Depository Agreements, any agreements relating to the issuance or the
purchase of any Series of Indenture Notes, the HVF Lease, the Supplemental
Documents relating to the HVF Lease, the Master Exchange Agreement and the
Escrow Agreement.


 


“Related Month” means, (i) with respect
to any Payment Date or Determination Date, the most recently ended calendar
month, (ii) with respect to any other date, the calendar month in which
such date occurs and (iii) with respect to an Interest Period, the month
in which such Interest Period commences; provided, however, that
with respect to the above clause (i), the initial Related Month shall be
the period from and including the Initial Closing Date to and including the
last day of the calendar month in which the Initial Closing Date occurs.


 


“Related Vehicle Collateral” has the meaning
specified in Section 5.1(a) of the Collateral Agency
Agreement.


 


“Relinquished Property Proceeds” has the
meaning specified in Section 1.1 of the Master Exchange Agreement.


 


“Rent” has the meaning specified in Section 4.3
of the HVF Lease.


 


“Reportable Event” has the meaning specified
in Title IV of ERISA.


 


“Repurchase Period” means, with respect to
any Program Vehicle, the period during which such Vehicle may be turned in to
the Manufacturer thereof for repurchase or sale at Auction pursuant to the
applicable Manufacturer Program.


 


“Repurchase Price” with respect to any
Program Vehicle (i) subject to a Repurchase Program means the price paid
or payable by the Manufacturer thereof to repurchase such Program Vehicle
pursuant to its Manufacturer Program and (ii) subject to a Guaranteed
Depreciation Program means the amount which the Manufacturer thereof guarantees
will be paid to the seller of such Program Vehicle by such Manufacturer and/or
the related auction dealers upon the disposition of such Program Vehicle
pursuant to its Manufacturer Program.


 


“Repurchase Program” means a program pursuant
to which a Manufacturer has agreed to repurchase Vehicles manufactured by such
Manufacturer or one of its Affiliates during the specified Repurchase Period.


 


“Required Asset Amount” means, with respect
to any Series of Notes, the amount specified in the applicable Series Supplement.


 


34

















 


“Required Enhancement Amount” means, with
respect to any Series of Notes, the amount specified in the applicable Series Supplement.


 


“Required Noteholders” has the meaning
specified, with respect to any Series of Indenture Notes, in the
applicable Series Supplement.


 


“Required Rating” means (i) a short-term
certificate of deposit rating from Moody’s of “P-1,” from S&P of at least “A-1+”
and, if rated by Fitch, from Fitch of at least “F-1+” and (ii) a long-term
unsecured debt rating of not less than “Aa3” by Moody’s, not less than “AA-” by
S&P and, unless otherwise agreed to by Fitch, not less than “AA-” by Fitch.


 


“Requirements of Law” means, with respect to
any Person or any of its property, the certificate of incorporation or articles
of association and by-laws, limited liability company agreement, partnership
agreement or other organizational or governing documents of such Person or any
of its property, and any law, treaty, rule or regulation, or determination
of any arbitrator or Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject, whether Federal, state or local (including, without
limitation, usury laws, the Federal Truth in Lending Act and retail installment
sales acts).


 


“Requisite Indenture Investors” means
Indenture Noteholders holding in excess of 50% of the Aggregate Indenture
Principal Amount; provided, however, that, upon the occurrence
and during the continuance of an Amortization Event with respect to any Series of
Indenture Notes held by a Committed Purchaser, the purchase commitment of such
Committed Purchaser shall be deemed to be zero.


 


“Requisite Investors” means Noteholders
holding in excess of 50% of the sum of (a) the Aggregate Principal Amount
and (b) the sum of the unutilized purchase commitments of the Committed
Purchasers (excluding, for the purposes of making the foregoing calculation,
any Notes held by any Affiliate of Hertz (other than a Committed Purchaser or
an Affiliate Issuer) and the unutilized purchase commitments of any Committed
Purchasers in respect of a Segregated Series of Notes); provided, however
that, upon the occurrence and during the continuance of an Amortization Event
with respect to any Series of Notes held by a Committed Purchaser, the
purchase commitment of such Committed Purchaser shall be deemed to be zero.


 


“Responsible Officer” means, with respect to
the Collateral Agent, any officer within the corporate trust department of the
Collateral Agent, including any Vice President, Assistant Vice President or
Assistant Treasurer of the Corporate Trust Office, or any trust officer, or any
officer customarily performing functions similar to those performed by the
person who at the time shall be such officers, or to whom any corporate trust
matter is referred because of his knowledge of and familiarity with a
particular subject, or any successor thereto responsible for the administration
of the Collateral Agency Agreement.


 


“Restatement Effective Date” means September 18, 2009.


 


“Revised
Article 8” means Article 8 of the New York UCC.


 


“Revised Article 9”
means Article 9 of the New York UCC.


 


35

















 


“Revolving Period” means, with respect to any
Series of Notes, the period specified in the applicable Series Supplement.


 


“S&P” or “Standard & Poor’s”
means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.


 


“Securities Act” means the Securities Act of
1933, as amended.


 


“Segregated Collateral Agency Series” means
any Segregated Series of Notes with respect to which the Collateral Agent
shall act as collateral agent pursuant to the Collateral Agency Agreement, as
specified in the related Series Supplement.


 


“Segregated Non-Collateral Agency Series”
means any Segregated Series of Notes with respect to which the Collateral
Agent does not act as collateral agent pursuant to the Collateral Agency
Agreement, as specified in the applicable Series Supplement.


 


“Segregated Collection Account” means the
collection account or other account designated in a Series Supplement to
receive certain collections with respect to the Series-Specific Collateral for
such Segregated Series; provided, that, if any such Series Supplement
designates an alternate method for treating collections with respect to the Series-Specific
Collateral for such Segregated Series, references to the “Segregated Collection
Account” for such Segregated Series shall be deemed to be references to
such alternate method.


 


“Segregated Nominee Series” means any
Segregated Series of Notes with respect to which the Nominee shall be
nominee titleholder with respect to the Vehicles included in the
Series-Specific Collateral, as specified in the related Series Supplement.


 


“Segregated Non-Nominee Series” means any
Segregated Series of Notes with respect to which the Nominee does not act
as nominee titleholder with respect to the Vehicles included in the
Series-Specific Collateral, as specified in the applicable Series Supplement.


 


“Segregated Non-Program Vehicle” unless
otherwise specified in the related Segregated Series Supplement, means an
HVF Segregated Vehicle that is not subject to a Manufacturer Program on the
lease commencement date for such HVF Segregated Vehicle under the related
Segregated Series Lease.


 


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


 


“Segregated Notes” has the meaning specified
in the recitals to the Base Indenture.


 


“Segregated Program Vehicle” means an HVF
Segregated Vehicle eligible under, and subject to, a Manufacturer Program.


 


“Segregated
Series” is defined in Section 2.3(b) of the Base
Indenture.


 


36

















 


“Segregated Series Lease”
means any lease relating to a Segregated Series of Notes, between HVF, as
lessor thereunder, and Hertz, as lessee and as servicer, as the same may be
amended, restated, modified or supplemented from time to time in accordance
with its terms.


 


“Segregated Series Note Obligations”
means all principal and interest, at any time and from time to time, owing by
HVF on a particular Segregated Series of Notes and all costs, fees and
expenses payable by, or obligations of, HVF under the Indenture, the related
Segregated Series Supplement  and/or
the Related Documents (other than any
Related Documents or portions thereof relating solely to any other Segregated Series or
relating solely to any Series of Notes) to the extent relating solely to
the related Series-Specific Collateral.


 


“Segregated Series of Notes” or “Segregated
Series” means each Series of Segregated Notes issued and authenticated
pursuant to the Base Indenture and the applicable Segregated Series Supplement.


 


“Segregated Series Supplement”
means any Series Supplement relating to a Segregated Series of Notes.


 


“Seller” has the meaning specified in the
recitals to the Purchase Agreement.


 


“Series Account” means any account or
accounts established pursuant to a Series Supplement for the benefit of a Series of
Indenture Notes.


 


“Series Closing Date” means, with
respect to any Series of Indenture Notes, the date of issuance of such Series of
Indenture Notes, as specified in the applicable Series Supplement.


 


“Series of Indenture Notes” means,
collectively, each Series of Notes and each Segregated Series of
Notes.


 


“Series of Notes” or “Series”
means each Series of Notes issued and authenticated pursuant to the Base
Indenture and the applicable Series Supplement (for the avoidance of
doubt, excluding any Segregated Series of Notes).


 


“Series-Specific Collateral” has the meaning
specified in the recitals of the Base Indenture.


 


“Series-Specific Swap Agreement” means one or
more interest rate swap contracts, interest rate cap agreements or similar
contracts entered into by HVF in connection with the issuance of a Series of
Indenture Notes, as specified, and designated as a “Series-Specific Swap
Agreement” in the applicable Series Supplement, providing limited
protection against interest rate risks solely with respect to such Series of
Indenture Notes.


 


“Series Supplement” means a supplement
to the Base Indenture complying (to the extent applicable) with the terms of Section 2.3
of the Base Indenture.


 


“Series Termination Date” means, with
respect to any Series of Indenture Notes, the date stated in the
applicable Series Supplement as the termination date.


 


37

















 


“Servicer” means Hertz, in its capacity as
servicer under the HVF Lease or any Segregated Series Lease, the Purchase
Agreement and the Collateral Agency Agreement, as applicable.


 


“Servicer Default” has the meaning specified
in Section 17.7 of the HVF Lease.


 


“Service Vehicles” means, solely during the
period commencing on December 21, 2005 and ending 180 days from December 21,
2005, a passenger automobile or light-duty truck which is sold by HFC to HVF on
or prior to December 21, 2005 pursuant to the HFC Purchase Agreement and
leased by HVF to the Lessee pursuant to the HVF Lease (including any such
Vehicle that constitutes Replacement Property under and as defined in the
Master Exchange Agreement) and (i) that is not older than forty-eight (48)
months from the date of the original manufacturer invoice therefore, (ii) the
Certificate of Title for which is in the name of HFC and shall not note any
lien thereon, including, without limitation, the lien of the Collateral Agent
(or the Certificate of Title has been submitted to the appropriate state
authorities for retitling and notation of the lien of the Collateral Agent as
the first lienholder), (iii) that has been made subject to the HFC Nominee
Agreement, (iv) that is owned by HVF free and clear of all Liens other
than Permitted Liens and (v) that is designated as an HVF Vehicle in
accordance with the Collateral Agency Agreement.  For the avoidance of doubt, with respect to
any passenger automobile or light-duty truck, from and after receipt by the
Servicer or a Servicer’s Agent, as agent of, and custodian for, the Collateral
Agent, or its designated agents, of a Certificate of Title with respect to such
passenger automobile or light-duty truck which is in the name of Hertz Vehicles
LLC, as nominee titleholder for HVF and which notes the Collateral Agent as the
first lienholder, such passenger automobile or light-duty truck shall not
constitute a Service Vehicle.  In
addition, for the avoidance of doubt, from and after the expiration of the
period ending 180 days from December 21, 2005, no passenger automobile or
light-duty truck shall constitute a Service Vehicle.


 


“Special Default Payments” has the meaning
specified in Section 13.3 of the HVF Lease.


 


“Special Term” has the meaning specified in Section 3.1
of the HVF Lease.


 


“Specified Bankruptcy Opinion Provisions”
means the provisions contained in the legal opinions delivered in connection
with the issuance of each Series of Indenture Notes or, if applicable,
amendments to the Related Documents relating to the non-substantive
consolidation of Hertz and its Affiliates (other than Hertz Vehicles LLC) and
HVF.


 


“Subaru” means Subaru of America, Inc.,
a New Jersey corporation, and its successors.


 


“Subordinated Series of Indenture Notes”
means a subordinated Series of Indenture Notes (other than, for the
avoidance of doubt, a subordinated Class of Indenture Notes issued
pursuant to a Series Supplement) which is fully subordinated to each Series of
Indenture Notes Outstanding (other than any other previously issued
Subordinated Series of Indenture Notes).


 


“Suzuki”
means Suzuki Motor Corporation and its successors.


 


38

















 


“Subsidiary” means, with respect to any Person
(herein referred to as the “parent”), any corporation, partnership, association
or other business entity (a) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power or more than 50% of the general partnership interests
are, at the time any determination is being made, owned, controlled or held by
the parent or (b) that is, at the time any determination is being made,
otherwise controlled, by the parent or one or more subsidiaries of the parent
or by the parent and one or more subsidiaries of the parent.


 


“Supplement” means a supplement to the Base
Indenture complying (to the extent applicable) with the terms of Article 12
of the Base Indenture.


 


“Supplemental Documents” has the meaning
specified in Section 2.1 of the HVF Lease.


 


“SV Transfer Price” has the meaning specified
in Section 1.02 of the HFC Purchase Agreement.


 


“Swap Agreement” means one or more interest
rate swap contracts, interest rate cap agreements or similar contracts (other
than a Series-Specific Swap Agreement) entered into by HVF in connection with
the issuance of a Series of Notes, as specified, and designated, as a “Swap
Agreement”, in the applicable Series Supplement, providing limited
protection against interest rate risks.


 


“Swap Payments” means amounts payable to or
receivable by HVF pursuant to any Swap Agreement.


 


“Tax Opinion” means an Opinion of Counsel to
be delivered in connection with the issuance of a new Series of Indenture
Notes to the effect that, for United States federal income tax purposes, (i) the
issuance of such new Series of Indenture Notes will not affect adversely
the United States federal income tax characterization of any Series of
Indenture Notes Outstanding or Class thereof that was (based upon an
Opinion of Counsel) characterized as debt at the time of their issuance and (ii) 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.


 


“10-K Report” has the meaning specified in Section 25.5
of the HVF Lease.


 


“Term” has the meaning specified in Section 3.2
of the HVF Lease.


 


“Termination Payment” means the collective
reference to Excess Damage Charges, Excess Mileage Charges, early turnback
surcharges and any other similar charges and penalties charged under the
Manufacturer Programs.


 


“Termination Value” means, with respect to (a) any
HVF Vehicle or HGI Vehicle other than a Transferred HVF Vehicle or Transferred
HGI Vehicle, as of any date, an amount equal to (i) the Capitalized Cost
of such Vehicle, minus (ii) all Depreciation Charges for such Vehicle
accrued prior to such date under the applicable Lease, (b) any Transferred HVF Vehicle or Transferred HGI Vehicle, as of
any date, an amount equal to (i) the Transfer Price previously 


 


39

















 


paid by or on behalf of HGI
or HVF, as the case may be, for such Vehicle pursuant to Section 1.07
of the Purchase Agreement minus (ii) all Depreciation Charges for such
Transferred HVF Vehicle or Transferred HGI Vehicle accrued under the applicable
Lease from the date such Vehicle was transferred pursuant to Section 1.06
of the Purchase Agreement to such date, (c) any Initial Hertz Vehicle, as
of any date, an amount equal to (i) the IHV Transfer Value of such Initial
Hertz Vehicle minus (ii) all Depreciation Charges for such Initial Hertz
Vehicle accrued under the applicable Lease from the date such Initial Hertz
Vehicle was transferred pursuant to Section 1.01 of the Hertz
Contribution Agreement to such date and (d) any Service Vehicle, as of any
date, an amount equal to (i) the SV Transfer Price previously paid by or
on behalf of HVF for such Vehicle pursuant to Section 1.02 of the
HFC Purchase Agreement minus (ii) all Depreciation Charges for such
Service Vehicle accrued under the applicable Lease from the date such Service
Vehicle was transferred pursuant to Section 1.01 of the HFC
Purchase Agreement to such date.


 


“Toyota” means Toyota Motor Sales, U.S.A., Inc.,
a California corporation, and its successors, provided, that for
determination of ratings by the Rating Agencies, “Toyota” means Toyota Motor
Corporation and its successors.


 


“Transfer Price” has the meaning specified in
Section 1.07 of the Purchase Agreement.


 


“Transferred HGI Vehicle” means, as of any
date of determination, a HGI Vehicle which has been sold to HVF pursuant to Section 1.06
of the Purchase Agreement prior to such date.


 


“Transferred HVF Vehicle” means, as of any
date of determination, an HVF Vehicle which has been sold to HGI pursuant to Section 1.06
of the Purchase Agreement prior to such date.


 


“Transferred HVF Segregated Vehicle” means,
as of any date of determination, an HVF Segregated Vehicle which has been sold
to HGI pursuant to Section 1.06 of the Purchase Agreement prior to
such date.


 


“Transferred Vehicle” means a Transferred HGI
Vehicle, a Transferred HVF Vehicle or a Transferred HVF Segregated Vehicle.


 


“Transferred Vehicle Schedule” has the
meaning specified in Section 1.06 of the Purchase Agreement.


 


“Trustee” means the party named as such in
the Indenture until a successor replaces it in accordance with the applicable
provisions of the Indenture and thereafter means the successor serving
thereunder.


 


“Trust Officer” means any officer within the
corporate trust department of the Trustee, including any Vice President,
Assistant Vice President or Assistant Treasurer of the Corporate Trust Office,
or any trust officer, or any officer customarily performing functions similar
to those performed by the person who at the time shall be such officers, or to
whom any 


 


40

















 


corporate trust matter is
referred because of his knowledge of and familiarity with a particular subject,
or any successor thereto responsible for the administration of the Base
Indenture.


 


“Turnback Date” means, with respect to any
Program Vehicle, the date on which such Vehicle is accepted for return by a
Manufacturer or its agent pursuant to its Manufacturer Program and the
Depreciation Charges cease to accrue pursuant to its Manufacturer Program.


 


“UCC” means the Uniform Commercial Code as in
effect from time to time in the specified jurisdiction.


 


“United States” or “U.S.” means the
United States of America, its fifty States and the District of Columbia.


 


“U.S. Government Obligations” means direct
obligations of the United States of America, or any agency or instrumentality
thereof for the payment of which the full faith and credit of the United States
of America is pledged as to full and timely payment of such obligations.


 


“Vehicle” means an HGI Vehicle, an HVF
Vehicle or an HVF Segregated Vehicle.


 


“Vehicle Collateral” means the collective
reference to the HGI Vehicle Collateral, the HVF Vehicle Collateral and the HVF
Segregated Vehicle Collateral.


 


“Vehicle Funding Date” has the meaning
specified in Section 3.1 of the HVF Lease.


 


“Vehicle Operating Lease Commencement Date”
has the meaning specified in Section 3.1 of the HVF Lease.


 


“Vehicle Operating Lease Expiration Date” has
the meaning specified in Section 3.1 of each of the Leases.


 


“Vehicle Purchase Price” has the meaning
specified in Section 2.4 of the HVF Lease.


 


“Vehicle Return Default” has the meaning
specified in Section 17.6 of the HVF Lease.


 


“Vehicle Term” has the meaning specified in Section 3.1
of the HVF Lease.


 


“Vehicle Turn-In Condition” has the meaning
specified in Section 13.1 of the HVF Lease.


 


“Volkswagen” means Volkswagen of America, Inc.,
a New Jersey corporation, and its successors.


 


41

















 


“Volvo” means Volvo Cars of North America,
LLC, a Delaware limited liability company, and its successors.


 


“VIN” means vehicle identification number.


 


“written” or “in writing” means any
form of written communication, including, without limitation, by means of
telex, telecopier device, telegraph or cable.


 


42














 


EXHIBIT A


TO BASE
INDENTURE


 


FORM OF MONTHLY SERVICING CERTIFICATE


 


HERTZ VEHICLE FINANCING LLC


 


Pursuant to Section 4.1(c) of the Third Amended and Restated
Base Indenture dated as of September 18, 2009 for Rental Car Asset Backed
Notes (Issuable in Series) by and between Hertz Vehicle Financing LLC, as
Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Base
Indenture”), the undersigned
                            ,
                              
of Hertz Vehicle Financing LLC, does hereby certify to the best of his
knowledge after due investigation that:


 


1.                                       Attached hereto is a true and correct
copy of the monthly Noteholders’ Statement hereby delivered on or before the
fourth Business Day prior to the upcoming Payment Date pursuant to Section 4.1(d) of
the Base Indenture.


 


The undersigned has read the provisions of the Indenture relating to
the foregoing, has made due investigation into the matters discussed herein,
which investigation has enabled him to express an informed opinion on the
foregoing and, in the opinion of the undersigned, those conditions or covenants
contained in the Base Indenture which relate to the above matters have been
complied with.


 


Capitalized terms used herein shall have the meanings set forth in the
Base Indenture and Schedule 1 (Definitions List) thereto.


 


IN WITNESS WHEREOF, the undersigned has executed and delivered this
Officer’s Certificate this        day of
                          ,
        .


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT B


TO BASE
INDENTURE


 


FORM OF
HVF CREDIT FACILITY


 

















 


This
CREDIT AGREEMENT (this “Agreement”) is to be effective as of [                     ],
[         ], and is between THE
HERTZ CORPORATION, a Delaware corporation (“Lender”), or its successors or
assignees, and HERTZ VEHICLE FINANCING LLC, a Delaware limited liability
company (“Borrower”).


 


BACKGROUND


 


A.                                   Lender is willing to make a loan in the
aggregate principal amount of up to [                     ]
($[                     ])
available to Borrower on the terms and conditions contained in this Agreement.


 


B.                                     Borrower desires to use the proceeds
received pursuant to this Agreement for general corporate purposes.


 


AGREEMENT


 


In consideration of the mutual promises set forth in this Agreement,
Borrower and Lender agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01.                                              Defined Terms. 
For purposes of this Agreement, the following terms shall have the
following definitions:


 


“Amortization Event” with respect to each
Series of Notes has the meaning specified in the Indenture.


 


“Business Day” shall mean any day
(excluding each Saturday, Sunday and legal holiday) on which [                     ],
a [                     ]
banking corporation, is open to transact business.


 


“Default Rate” shall mean the applicable
Loan Rate plus (2) percentage points per annum.


 


“Event of Default” shall mean each event
identified in Article 13 of this Agreement.


 


“Governmental Authority” shall mean any
federal, state, local or foreign court or governmental department, commission,
board, bureau, agency, authority, instrumentality or regulatory body.


 

















 


“Indenture” shall mean the Third Amended
and Restated Base Indenture, dated as of September 18, 2009, between the
Borrower and The Bank of New York Trust Company, N.A., as trustee, as the same
may be amended and supplemented from time to time, including by any Series Supplement.


 


“Interest Payment Date” shall mean, the
25th day of each month, or if such date is not a Business Day, the next
succeeding Business Day, commencing on
[                ],
[        ], unless otherwise specified
in any Series Supplement for the related Series of Notes.


 


“Interest Period” shall have the meaning
set forth in Section 2.03.


 


“Loan” shall have the meaning set forth
in Section 2.01(a).


 


“Loan Documents” shall mean this
Agreement, the Loan Note and all other agreements, instruments and documents
now or hereinafter executed by or on the behalf of Borrower and delivered to
Lender which evidence or relate to this Agreement or the transactions
contemplated hereby.


 


“Loan Note” shall mean that certain Loan
Note dated the date hereof made by Borrower and held by Lender in the aggregate
principal amount of up to
[                 ]
($[                 ]),
a copy of which is attached hereto and made a part hereof as Exhibit A.


 


“Loan Rate” shall mean, unless provided
to the contrary elsewhere in this Agreement, [                 ]
percent ([         ]%) per annum.


 


“Maturity Date” shall mean [                     ],
[     ], unless accelerated upon an Event of Default
or otherwise restricted pursuant to Section 2.05 hereof; provided, however,
that the Maturity Date shall be extended automatically by one year on each December 31
occurring after the date hereof unless written notice of nonrenewal is received
by the Borrower from the Lender no fewer than 180 days prior to such date.


 


“Notes” shall mean notes issued by the
Borrower pursuant to the Indenture.


 


“Obligations” shall mean the Loan and
each other loan, advance, indebtedness, liability, obligation, covenant or duty
(including post-petition interest on the foregoing, to the extent lawful)
owing, arising, due or payable from Borrower to Lender of any kind or nature,
present or future, arising under the Loan Documents, whether direct or indirect
(including those acquired by assignment), as the same may be modified, extended
or renewed from time to time.  Such term
includes, without limitation, all interest, charges, expenses, fees, attorneys’
fees and each other sum chargeable to Borrower by Lender under the Loan
Documents.


 


“Outstanding” shall have the meaning
specified, with respect to any Series, in the applicable Series Supplement.


 


2

















 


“Person” shall mean any natural person,
corporation, business trust, joint venture, association, company, partnership,
limited liability company, joint stock company, corporation, trust,
unincorporated organization or Government Authority.


 


“Series” shall mean any series of Notes
issued by the Borrower.


 


“Series Supplement” shall mean a
supplement to the Indenture that authorizes a particular Series of Notes.


 


“Taxes” shall mean each present or future
stamp or documentary tax or other excise or property tax, charge or similar
levy of the United States or any state or political subdivision thereof or any
applicable foreign jurisdiction that may arise from any payment made hereunder
or from the execution, delivery or registration of, or otherwise with respect
to, this Agreement.


 


ARTICLE II


 


Revolving Credit Facility


 


SECTION 2.01.                                              Revolving Loan.  (a) 
Lender hereby establishes, subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties made herein
by Borrower, a loan (the “Loan”) in favor of Borrower in an aggregate principal
amount not to exceed [                 ]
($[                 ])
and, subject to Section 2.01(d), agrees to make and remake advances to
Borrower, upon the terms and conditions set forth in this Agreement, on any
Business Day while this Agreement is in effect; provided, however,
that Borrower shall give Lender notice on or before 12:00 noon on such Business
Day of the amount of each desired advance and the date funds are to be received
by Borrower.


 


(b)                                 Borrower shall request an advance under
this Agreement in writing by any officer of Borrower.


 


(c)                                  Borrower shall not be required to pay any
commitment fee, either initially or annually, with respect to this Agreement.


 


(d)                                 Notwithstanding anything to the contrary
in this Agreement, Lender shall not be obligated to advance funds under this
Agreement to Borrower.


 


SECTION 2.02.                                              Term.  This
Agreement shall continue in effect until the later of the Maturity Date or the
date on which all of the Obligations have been paid in full.


 


SECTION 2.03.                                              Interest.  Except as
otherwise provided in Section 3.01, Borrower agrees to pay to Lender
interest on the weighted average principal amount of the Loan outstanding
during each Interest Period at the Loan Rate on the Interest Payment Date for
the period from and including the prior Interest Payment Date, or in the case
of the first Interest Payment Date, the date of this Agreement, to but
excluding such


 


3

















 


Interest Payment Date (each an “Interest Period”).  Interest on the loan shall be calculated based
on the actual number of days elapsed in each Interest Period and a year
consisting of 360 days.


 


SECTION 2.04.                                              Prepayment Privilege. 
Borrower may prepay without penalty any portion of, or the entire,
outstanding balance due under this Agreement; provided, however,
that Borrower may not make prepayments until funds are released to Borrower
under any Series Supplement(s).


 


SECTION 2.05.                                              Available Funds. 
Notwithstanding any provision to the contrary in this Agreement, the
Loan Notes(s) or any other Loan Document, the parties agree that all
amounts payable by Borrower under this Agreement, any Loan Note or any other
Loan Document on each Interest Payment Date are hereby expressly made
subordinate and subject in right of payment to the prior payment in full in
cash of all obligations, whether direct or indirect, absolute or contingent due
under the Series Supplement(s) as of such Interest Payment Date, in
each case whether on account of principal, interest, fees, indemnities, costs,
expenses or otherwise.  This
subordination is for the benefit of and enforceable by the holders of
Notes.  All amounts payable by Borrower
to Lender under this Agreement, any Loan Note or any other Loan Document are
due and payable to Lender only to the extent funds are released to Borrower
under any Series Supplement(s).


 


SECTION 2.06.                                              Loan Note. 
Contemporaneously with the execution of this Agreement, Borrower shall
execute and deliver the Loan Note to Lender. 
The principal amount owing to Lender under the Loan Note at any given time
shall be the aggregate amount of all advances made under the Loan, less all
payments of principal theretofore paid by or on behalf of Borrower.  The Loan Note shall (i) be payable to
the order of the Lender, (ii) be dated the date hereof, and (iii) mature
on the Maturity Date.


 


ARTICLE III


 


Default


 


SECTION 3.01.                                              Default Interest Rate. 
Notwithstanding any provision to the contrary in this Agreement, during
the existence of any Event of Default the aggregate outstanding principal
amount of the Loan shall accrue interest at the Default Rate.


 


SECTION 3.02.                                              Interest Payable. 
To the fullest extent permitted under applicable law, interest shall
continue to accrue on the Loan after the filing by or against Borrower of a
petition seeking relief in bankruptcy or under any act or law pertaining to
insolvency or debtor relief, whether state, federal or foreign.


 


4

















 


ARTICLE IV


 


Payment


 


SECTION 4.01.                                              Timing.  All payments
(including prepayments) by Borrower on account of principal, interest, costs
and expenses under the Loan shall be made to Lender in immediately available
funds not later than 3:00 p.m., New York City time on the date such
payment is due, subject to Section 2.05 hereof.  Any payment received after 3:00 p.m.
shall be deemed to have been received by Lender the next Business Day.  If any payment of principal or interest falls
due on a day that is not a Business Day, then such due date shall be extended
to the next succeeding Business Day, and interest shall continue to accrue on
the outstanding principal for such period of extension, but interest for the
period of extension shall not be due or payable until the next payment date.


 


SECTION 4.02.                                              Application of Payments. 
Each payment made by Borrower shall be applied (i) first, to the
payment of accrued and unpaid fees and interest on the Loan Note, and (ii) second,
to the payment of unpaid principal on the Loan Note; provided, however,
that, during the existence of an Event of Default, Lender may apply all such
payments in any amounts and in any fashion or priority as Lender in its sole
discretion may determine.


 


ARTICLE V


 


Use of Proceeds


 


Borrower covenants to use the proceeds received pursuant to this
Agreement exclusively for general corporate purposes, including, without
limitation, paying off debt (now existing or hereafter incurred) and as working
capital.


 


ARTICLE VI


 


Disbursement of Proceeds


 


Borrower hereby authorizes Lender to disburse, for and on behalf of
Borrower, the proceeds of each advance under this Agreement, in the form of a
wire transfer to such bank account of Borrower as Borrower from time to time
instructs Lender in accordance with the terms set forth in Section 2.01 of
this Agreement.


 


ARTICLE VII


 


Taxes


 


SECTION 7.01.                                              Liability.  Borrower
agrees to pay all Taxes incurred by Borrower with respect to proceeds disbursed
under this Agreement.


 


5

















 


SECTION 7.02.                                              Indemnification. 
Borrower agrees to indemnify Lender for the full amount of Taxes paid by
Lender in connection with the Loan Documents and any transactions contemplated
thereby and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto. 
Borrower further agrees that such indemnification shall be made within
thirty (30) days from the date Lender makes written demand therefor, subject to
Section 2.05 hereof.


 


ARTICLE VIII


 


Register


 


Lender may maintain a register on which it records advances made by it
to Borrower from time to time, and each payment in respect thereof.  If Lender maintains such a register, such
recordation shall be conclusive, absent error therein.  Failure to maintain any such register, or any
error in such register, shall not affect Borrower’s obligations under this
Agreement.


 


ARTICLE IX


 


Waiver of Rights


 


Borrower expressly waives:  (i) notice
of extension of credit to Borrower by Lender, (ii) presentment and demand
for payment of any of the Obligations, (iii) protest and notice of
dishonor of or default to Borrower or to any other party with respect to the
Obligations, (iv) each other notice to which Borrower might otherwise be
entitled, (v) any right to assert against Lender, as a defense,
counterclaim, set-off or cross-claim, any defense (legal or equitable), setoff,
counterclaim or claim which Borrower may now or hereafter have against Lender,
but such waiver shall not prevent Borrower from asserting against Lender in a
separate action, any claim, action, cause of action or demand that Borrower
might have, whether or not arising out of this Agreement.


 


ARTICLE X


 


Representations and
Warranties of Borrower


 


SECTION 10.01.                                        Borrower is a duly organized and validly
existing limited liability company under the laws of the State of Delaware.


 


SECTION 10.02.                                        Borrower (i) is in good standing in
each state in which it does business which is material to its operations, and (ii) has
no material federal, state or local tax liabilities, which are past due, except
such tax liabilities, if any, as are being contested in good faith and for which
adequate reserves have been set aside on its books.


 


6

















 


SECTION 10.03.                                        To the best of the knowledge of the
undersigned officer of Borrower, there is no legal action or proceeding pending
against Borrower which would prevent Borrower from validly entering into this
Agreement.


 


SECTION 10.04.                                        Borrower has the legal power to enter
into this Agreement and the undersigned officer executing this Agreement on
behalf of Borrower has been duly authorized to do so.


 


SECTION 10.05.                                        Neither the execution nor the performance
of the obligations contained in this Agreement constitutes a material
violation, breach or default under any other agreement by which Borrower is
bound.


 


ARTICLE XI


 


Affirmative Covenants


 


Until the Obligations are paid in full, Borrower covenants and agrees
that, unless Lender otherwise consents in writing:


 


SECTION 11.01.                                        Borrower will promptly repay the
Obligations when due, subject to Section 2.05 hereof, including, without
limitation, the amounts due under the Loan Note (and each other applicable Loan
Document), according to the terms and conditions contained herein and therein.


 


SECTION 11.02.                                        Borrower shall perform all obligations
required to be performed by it under the terms of this Agreement, the Loan Note
and each other applicable Loan Document.


 


SECTION 11.03.                                        Borrower agrees to notify Lender
promptly, but in no event later than five (5) Business Days after Borrower
obtains knowledge of any:  (i) Event
of Default, or (ii) matter, including litigation or any investigation,
government regulation or enforcement, that has resulted in, or might reasonably
be expected to result in, a materially adverse change in the financial
condition, operations or business affairs of Borrower.


 


SECTION 11.04.                                        Borrower shall pay all taxes, assessments
and government charges or levies imposed upon it or upon its income or profits,
or upon any properties belonging to it, prior to the date on which penalties
attach thereto, and all lawful claims which, if unpaid, might become a lien or
charge upon any asset or property of Borrower; provided, however,
that Borrower may, in good faith and with due diligence in appropriate
proceedings contest any such tax, assessment, charge, levy or claim.


 


SECTION 11.05.                                        Borrower agrees to comply in all material
respects with all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by,


 


7

















 


all governmental bodies, the noncompliance with which
would be materially adverse to the conduct of Borrower’s business.


 


ARTICLE XII


 


Negative Covenants


 


Until the Obligations are paid in full, Borrower covenants and agrees
that, unless Lender otherwise consents in writing, Borrower shall not wind-up,
liquidate, dissolve or, except with respect to a merger, consolidation or
reorganization in which Borrower is the surviving corporation, enter into a
consolidation, merger, syndication or other combination, or sell, lease,
transfer or otherwise dispose of, in a single transaction or a series of
related transactions, substantially all of its business or assets.


 


ARTICLE XIII


 


Events of Default


 


Each of the following shall constitute an “Event of Default:”  (a) Borrower fails to make any payment
required by this Agreement when due and the same is not cured within ten (10) Business
Days; (b) Borrower breaches any covenant that Borrower has made to Lender
in any Loan Document such breach and is not cured within thirty (30) Business
Days; (c) any representation or statement made to Lender by Borrower or on
Borrower’s behalf is false or misleading in any material respect; (d) Borrower
becomes insolvent, or a receiver is appointed for any part of Borrower’s
property; (e) Borrower makes any material assignment for the benefit of
creditors; (f) any proceeding is commenced either by Borrower or against
Borrower under any bankruptcy or insolvency law and such proceeding is not
cured within sixty (60) days; or (g) an Amortization Event occurs with
respect to all Series of Notes Outstanding.


 


ARTICLE XIV


 


Rights and Remedies After
Event of Default


 


SECTION 14.01.                                        During the existence of an Event of
Default, Lender may:  (i) declare
that this Agreement is terminated, whereupon the Lender will cease to advance
funds hereunder, (ii) subject to Section 2.05 hereof, declare the
Obligations to be, and the same shall thereupon be, immediately due and payable
without presentation, demand, or protest or other requirements of any kind
(including, without limitation, valuation and appraisement, diligence,
presentment, notice of intent to demand or accelerate and notice of
acceleration), all of which are hereby expressly waived by Borrower, and (iii) exercise
all of its rights under this Agreement in order to satisfy the Obligations.


 


8














 


SECTION 14.02.                                        The enumeration of Lender’s rights in Section 14.01
is not intended to be exhaustive and the exercise by Lender of any right or
remedy shall not preclude the exercise of any other right or remedy, all of
which shall be cumulative, and shall be in addition to any other right or
remedy given hereunder.  No delay or
failure to take action on the part of Lender in exercising any right shall be
construed to be a waiver of any Event of Default.  No course of dealing with Borrower by Lender,
its agents or employees shall effect a change, modification or amendment to
this Agreement nor shall it constitute a waiver of any Event of Default.


 


ARTICLE XV


 


Notices


 


Each notice required to be given under this Agreement shall be in
writing addressed to the appropriate recipient at the following address (or fax
number) listed in this Article 15, or such other address (or fax number)
as the addressee may specify from time to time. 
Any notice may be delivered by (i) hand, (ii) United States
mail, postage prepaid, (iii) Federal Express (or any other nationally
recognized overnight courier), delivery charge prepaid, or (iv) fax (or
any other similar facsimile device). 
Such notice shall be effective (i) when received if hand delivered,
mailed or couriered, and (ii) when dispatched if given by fax.


 


TO
LENDER:


 


The Hertz Corporation

225 Brae Boulevard

Park Ridge, NJ 07656

Attn:  Treasury Department


 


TO
BORROWER:


 


Hertz Vehicle Financing
LLC 

225 Brae Boulevard

Park Ridge, NJ 07656

Attn:  Treasury Department


 


ARTICLE XVI


 


No Petition


 


Lender agrees that it shall not institute against, or join any other
Person in instituting against, Borrower any bankruptcy, reorganization,
arrangement, insolvency or


 


9

















 


liquidation proceeding, or any other proceeding under
any federal or state bankruptcy or similar law, for one year and a day after
the Loan is repaid in full.


 


ARTICLE XVII


 


Waiver of Jury Trial


 


BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS BORROWER MAY HAVE
TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO
THIS AGREEMENT, ANY LOAN DOCUMENT OR ANY TRANSACTION CONTEMPLATED IN ANY SUCH
LOAN DOCUMENT.  BORROWER ACKNOWLEDGES
THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.


 


ARTICLE XVIII


 


Miscellaneous


 


SECTION 18.01.                                        The parties hereto agree to cooperate
with each other to the fullest extent reasonably possible by executing all
documents that may from time to time be required to perfect the interest of
either party hereto arising hereunder and the rights and obligations hereunder.


 


SECTION 18.02.                                        This Agreement may not be amended or
modified without the written consent of all parties hereto.


 


SECTION 18.03.                                        THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK.


 


SECTION 18.04.                                        If any provision of this Agreement shall
be held by a court of competent jurisdiction to be invalid or unenforceable,
such invalidity or  unenforceability
shall not affect the remainder of this Agreement which may be given effect
without the invalid or unenforceable provision, and to this end the provisions
of this Agreement shall be severable.


 


SECTION 18.05.                                        This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior understandings and agreements.


 


SECTION 18.06.                                        All section and article headings in this
Agreement are for convenience of reference only and do not form part of this
Agreement and shall not affect in any way the meaning or interpretation of this
Agreement.


 


10

















 


SECTION 18.07.                                        Each party agrees to pay its respective
expenses incurred with the preparation of this Agreement, the carrying out of
its terms and the consummation of the transactions contemplated thereby.


 


SECTION 18.08.                                        This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.


 


ARTICLE XIX


 


Non-Petition


 


Lender hereby covenants and agrees that, prior to the date which is one
year and one day after the payment in full of all of the Notes, it will not
institute against, or join any other Person in instituting against Borrower,
and bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States.  In the
event that Lender takes action in violation of this Article XIX, Borrower
agrees, for the benefit of the holders of Notes, that it shall file an answer
with the bankruptcy court or otherwise properly contest the filing of such a
petition by Lender against it or the commencement of such action and raise the
defense that Lender has agreed in writing not to take such action and should be
estopped and precluded therefrom.  The
provisions of this Article XIX shall survive the termination of this
Agreement.


 


ARTICLE XX


 


Limited Recourse


 


The obligations of Borrower under this Agreement are solely the
obligations of Borrower.  No recourse
shall be had for the payment of any amount owing in respect of any fee
hereunder or another obligation or claim arising out of or based upon this
Agreement against any member, employee, officer or director of Borrower.  Amounts, fees, expenses or costs payable by
Borrower hereunder shall be payable by Borrower to the extent and only to the
extent that Borrower is reimbursed therefore pursuant to any of the Related
Documents, or funds are then available or thereafter become available for such
purpose pursuant to the Indenture, and the amount of any fees, expenses or
costs exceeding such funds shall in no event constitute a claim (as defined in Section 101
of the Bankruptcy Code) against, or corporate obligation of, Borrower.


 


11

















 


IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the     th day of
                    ,
        .


 


	
   

  	
  THE HERTZ CORPORATION,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERTZ VEHICLE FINANCING
  LLC,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


12

















 


EXHIBIT A


 

















 


                            ,          


 


LOAN NOTE


 


§1.                               Promise to Pay.


 


Hertz Vehicle Financing LLC, a Delaware limited
liability company (“Borrower”), hereby promises to pay to The Hertz
Corporation, a Delaware corporation with headquarters located at 225 Brae
Boulevard, Park Ridge, New Jersey 07656 (“Lender”), or its successors or
assigns, in lawful money of the United States of America, the aggregate
principal amount outstanding under this Loan Note of up to
[                 ]
Dollars ($[            ]),
together with all accrued interest.  Each
capitalized term used herein, and not defined herein, shall be given the same
meaning as such term is given in that certain Credit Agreement between Lender
and Borrower to be effective on the date hereof (“Credit Agreement”).


 


§2.                               Interest.


 


Until the Obligations have been paid in full, interest
shall accrue on the outstanding principal balance hereof at the Loan Rate.  Borrower shall not pay to Lender any
commitment fee with respect to this Loan Note. 
During the existence of an Event of Default, Borrower agrees to pay
interest at the Default Rate; provided, that interest shall accrue but
will not be payable until and only to the extent funds are released to Borrower
under any Series Supplement(s).


 


§3.                               Payments.


 


Borrower shall make payments of all accrued and unpaid
interest on the weighted average principal amount of the Loan outstanding
during each Interest Period at the Loan Rate on the Interest Payment Date.  Interest on the Loan shall be calculated
based on the actual number of days elapsed in each Interest Period and a year
consisting of 360 days.  Borrower shall
pay Lender each payment required hereunder at Lender’s address shown above or,
if requested in writing by any officer of Lender, by wire transfer to another
address as is designated by Lender. 
Except as provided in the Credit Agreement or required by applicable
law, payments will be applied first to accrued and unpaid interest, then to
principal.


 


§4.                               Prepayments.


 


Borrower may prepay without penalty all or a portion
of the amount owed under this Loan Note; provided, however, that
Borrower may only make prepayments with funds released to Borrower under any Series Supplement(s).  Prepayments will not, unless agreed by Lender
in writing, relieve Borrower of Borrower’s 


 

















 


obligation to continue to make interest payments as
provided in §3 above.  Rather, each
prepayment shall be applied to reduce the principal balance then outstanding.


 


§5.                               Default.


 


Each of the following shall constitute an “Event of
Default”:  (a) Borrower fails to
make any payment required by the Credit Agreement when due and the same is not
cured within ten (10) Business Days; (b) Borrower breaches any
covenant that Borrower has made to Lender in any Loan Document and such breach
is not cured within thirty (30) Business Days; (c) any representation or
statement made to Lender by Borrower or on Borrower’s behalf is false or
misleading in any material respect; (d) Borrower becomes insolvent, or a
receiver is appointed for any part of Borrower’s property; (e) Borrower
makes any material assignment for the benefit of creditors; (f) any
proceeding is commenced either by Borrower or against Borrower under any
bankruptcy or insolvency law and such proceeding is not cured within sixty (60)
days; or (g) an Amortization Event occurs with respect to all Series of
Notes Outstanding.


 


§6.                               Lender’s Rights.


 


During the existence of an Event of Default, Lender
may:  (i) declare that the Credit
Agreement is terminated, and cease to make continued credit available to
Borrower under this Loan Note and the Credit Agreement, (ii) declare all
or any part of the Obligations immediately due and payable, subject to §9 of
this Loan Note below, and (iii) exercise all of its rights under this Note
and the Credit Agreement in order to satisfy the Obligations.


 


§7.                               Revolving Line of Credit.


 


This Note evidences a revolving line of credit.  Once the total principal amount of this Loan
Note has been advanced, Borrower is only entitled to further loan advances upon
repayment of a corresponding amount of principal.  Each advance under this Loan Note may only be
requested as set forth in the Credit Agreement. Borrower agrees to be liable
for all sums advanced in accordance with the terms of this §7.  The unpaid 
principal balance owing on this Loan Note at any time will be recorded
on the schedule attached hereto and made a part hereof (the “Schedule”).  Lender is authorized to make notations of the
advances made by Lender to Borrower under this Loan Note, and of all payments
by Borrower to Lender of outstanding principal amounts and accrued interest on
the Loan, on the Schedule.  Such
notations, if made, will be presumed correct unless the contrary is
established.


 


§8.                               General Provisions.


 


Lender may delay or forgo enforcing any of its rights
or remedies under this Loan Note without waiver of those rights.  Borrower, to the extent allowed by 


 


2

















 


applicable law, waives presentment, demand for
payment, protest and notice of dishonor. 
Upon any change in the terms of this Loan Note, and unless otherwise
expressly stated in writing, no party who signs this Loan Note shall be
released from liability.  Neither Lender
nor Borrower may renew, extend, amend or modify this Loan Note without the
written consent of the other.


 


§9.                               Available Funds.


 


Notwithstanding any provision to the contrary in this
Loan Note, the Credit Agreement or any other Loan Document, all amounts payable
to Lender by Borrower under this Loan Note, the Credit Agreement or any other
Loan Document are hereby expressly made subordinate and subject in right of
payment to the prior payment in full in cash of all obligations, whether direct
or indirect, absolute or contingent due under the Series Supplement(s), in
each case whether on account of principal, interest, fees, indemnities, costs,
expenses or otherwise.  This
subordination is for the benefit of and enforceable by the holders of
Notes.  All amounts payable by Borrower
to Lender under this Loan Note, the Credit Agreement or any other Loan Document
are due and payable to Lender only to the extent funds are released to Borrower
under any Series Supplement(s).


 


§10.                        Separate Counterparts


 


This Loan Note may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and
the same instrument.


 


§11.                        Governing Law.


 


THIS LOAN NOTE WILL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK.


 


§12.                        Waiver of Jury Trial.


 


BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS
BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF
ANY NATURE RELATING TO THIS LOAN NOTE, ANY LOAN DOCUMENT OR ANY TRANSACTION
CONTEMPLATED IN ANY SUCH LOAN DOCUMENT. 
BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND
VOLUNTARY.


 


§13.                        Non-petition.


 


Lender hereby covenants and agrees that, prior to the
date which is one year and one day after the payment in full of all of the
Notes, it will not institute against, or 


 


3

















 


join any other Person in instituting against Borrower,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States.  In the
event that the Lender takes action in violation of this §13, Borrower agrees,
for the benefit of the holders of Notes, that it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such a petition by
Lender, against it or the commencement of such action and raise the defense
that Lender has agreed in writing not to take such action and should be
estopped and precluded therefrom.  The
provisions of this §13 shall survive the termination of this Loan Note.


 


§14.                        Limited Recourse.


 


The obligations of Borrower under this Loan Note are
solely the obligations of Borrower.  No
recourse shall be had for the payment of any amount owing in respect of any fee
hereunder or another obligation or claim arising out of or based upon this Loan
Note against any member, employee, officer or director of Borrower.  Amounts, fees, expenses or costs payable by
Borrower hereunder shall be payable by Borrower to the extent and only to the
extent that Borrower is reimbursed therefor pursuant to any of the Related
Documents, or funds are then available or thereafter become available for such
purpose pursuant to the Indenture, and the amount of any fees, expenses or
costs exceeding such funds shall in no event constitute a claim (as defined in Section 101
of the Bankruptcy Code) against, or corporate obligation of, Borrower.


 


[THE
BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK]


 


4

















 


IN WITNESS WHEREOF, Borrower has executed this Loan Note as of the
      th day of
                          ,
        .


 


	
  HERTZ VEHICLE FINANCING
  LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Received and
  acknowledged by

  	
   

  
	
  THE HERTZ CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 


5

















 


EXHIBIT C

TO BASE INDENTURE




FORM OF OFFICER’S CERTIFICATE


 






 


The
undersigned, [                    ],
a [                    ]
of Hertz Vehicle Financing LLC, a Delaware limited liability company (the “Company”),
pursuant to Section 8.25(a) of the Third Amended and Restated Base
Indenture dated as of September 18, 2009 (the “Base Indenture”), between
the Company and The Bank of New York Mellon Trust Company, N.A., as trustee
(the “Trustee”), hereby certifies that (i) the Company is in receipt of
the preliminary Manufacturer Program (as defined in Schedule 1 to the Base
Indenture) for [name of manufacturer] for the [    ] model
year, (ii) upon review of such Manufacturer Program, there are no changes
to the terms and conditions of the Manufacturer Program as compared to the
Manufacturer Program for the previous model year that are likely to have a
material adverse effect on HVF and (iii) the undersigned has no reason to
believe that there will be any changes to the terms and conditions of the final
Manufacturer Program for the [     ] model year as
compared to the Manufacturer Program for the previous model year that would be
likely to have a material adverse effect on HVF.


 


IN WITNESS WHEREOF, the undersigned has executed this certificate this
       day of
                        ,
20    .


 


 


	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Title]