Exhibit 4.9.12


 


EXECUTION VERSION


 


SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT


 


Dated as of September 18,
2009 


 


among


 


HERTZ VEHICLE FINANCING LLC,


 


as Issuer, 


 


THE HERTZ CORPORATION,


 


as Administrator, 


 


and 


 


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


 


as Trustee


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  Duties
  of Administrator

  	
  1

  
	
  SECTION 2.

  	
  Records

  	
  5

  
	
  SECTION 3.

  	
  Compensation

  	
  5

  
	
  SECTION 4.

  	
  Additional
  Information To Be Furnished to Issuer

  	
  6

  
	
  SECTION 5.

  	
  Independence
  of Administrator

  	
  6

  
	
  SECTION 6.

  	
  No
  Joint Venture

  	
  6

  
	
  SECTION 7.

  	
  Other
  Activities of Administrator

  	
  6

  
	
  SECTION 8.

  	
  Term
  of Agreement; Resignation and Removal of Administrator

  	
  6

  
	
  SECTION 9.

  	
  Action
  upon Termination, Resignation or Removal

  	
  8

  
	
  SECTION 10.

  	
  Notices

  	
  8

  
	
  SECTION 11.

  	
  Amendments

  	
  9

  
	
  SECTION 12.

  	
  Successors
  and Assigns

  	
  9

  
	
  SECTION 13.

  	
  GOVERNING
  LAW

  	
  9

  
	
  SECTION 14.

  	
  Headings

  	
  9

  
	
  SECTION 15.

  	
  Counterparts

  	
  9

  
	
  SECTION 16.

  	
  Severability

  	
  9

  
	
  SECTION 17.

  	
  Limitation
  of Liability of Trustee and Administrator

  	
  10

  
	
  SECTION 18.

  	
  Nonpetition
  Covenants

  	
  10

  
	
  SECTION 19.

  	
  Liability
  of Administrator

  	
  10

  
	
  SECTION 20.

  	
  Limited
  Recourse to HVF

  	
  10

  



 


EXHIBIT
A - Form of Power of Attorney


 


i

















 


SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT
dated as of September 18, 2009, among HERTZ VEHICLE FINANCING LLC, a
Delaware limited liability company (the “Issuer”), THE HERTZ
CORPORATION, a Delaware corporation, as administrator (the “Administrator”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (f/k/a BNY Midwest Trust
Company), a national banking association, not in its individual capacity but
solely as trustee (the “Trustee”) under the Base Indenture (as
hereinafter defined).  Except as
otherwise specified, capitalized terms used but not defined herein have the
respective meanings set forth in Schedule I to the Third Amended and Restated
Base Indenture dated as of September 18, 2009 (as amended, modified or
supplemented from time to time in accordance with the provisions thereof, but
exclusive of any Segregated Series Supplements, the “Indenture”)
between the Issuer and the Trustee.


 


W I T N E S S E T H:


 


WHEREAS, the Issuer, the Administrator and the
Trustee have entered into that certain Amended and Restated Administration
Agreement, dated as of December 21st, 2005 (the “Prior Agreement”);


 


WHEREAS the Issuer has entered into the Related
Documents (other than any Related Documents relating solely to any Segregated Series of
Notes) to which it is a party in connection with the issuance of the Notes
under the Indenture;


 


WHEREAS pursuant to the Related Documents (other
than any Related Documents relating solely to any Segregated Series of
Notes), the Issuer is required to perform certain duties relating to the
Collateral that has been pledged to secure the Notes issued pursuant to the
Indenture;


 


WHEREAS the Issuer desires to have the Administrator
perform certain of the duties of the Issuer referred to in the preceding
clause, and to provide such additional services consistent with the terms of
this Agreement and the Related Documents (other than any Related Documents
relating solely to any Segregated Series of Notes) as the Issuer may from
time to time request;


 


WHEREAS the Administrator has the capacity to
provide the services required hereby and is willing to perform such services
for the Issuer on the terms set forth herein;


 


WHEREAS, the Issuer, the Administrator and the
Trustee wish to amend and restate the Prior Agreement in its entirety;


 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:


 


SECTION 1. 
Duties of Administrator.  (a) 
Duties with Respect to the Related Documents. 
The Administrator agrees to perform all its duties as Administrator
under the Related Documents to the extent relating to the Collateral or the
Note


 

















 


Obligations.  To
the extent relating to the Collateral or the Note Obligations, the
Administrator shall prepare for execution by the Issuer or shall cause the
preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Issuer to prepare, file or deliver pursuant to the Indenture.  In furtherance of the foregoing, the
Administrator shall take all appropriate action that it is the duty of the
Issuer to take pursuant to the Indenture including, without limitation, such of
the foregoing as are required with respect to the following matters under the
Base Indenture (references are to sections of the Base Indenture):


 


(A)          the preparation of or
obtaining of the documents and instruments required for authentication of the
Indenture Notes, if any, and delivery of the same to the Trustee (Sections 2.2
and 2.4);


 


(B)           the duty to cause
the Note Register to be kept and to give the Trustee notice of any appointment
of a new Registrar and the location, or change in location, of the Note
Register and the office or offices where Indenture Notes may be surrendered for
registration of transfer or exchange (Section 2.5);


 


(C)           the maintenance of
an office or agency for registration of transfer or exchange of Indenture Notes
and the notification of the Trustee or any change in the location of such
office or agency (Sections 2.5 and 8.2);


 


(D)          the duty to cause
newly appointed Paying Agents, if any, to deliver to the Trustee the instrument
specified in the Indenture regarding funds held in trust (Section 2.6);


 


(E)           the direction to
Paying Agents to pay to the Trustee all sums relating to any Series of
Notes held in trust by such Paying Agents (Section 2.6);


 


(F)           the notification of
the Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its duties under the Indenture or that the Issuer at its
option elects to terminate the book entry system through the Clearing Agency (Section 2.13);


 


(G)           the preparation of
Definitive Notes and arranging the delivery thereof (Section 2.13);


 


(H)          the taking of such
further acts as may be reasonably necessary or proper to compel or secure the
performance and observance by Hertz Vehicles LLC, HGI, the Servicer, the Lessee
(or such other party thereto) under any Collateral Agreement, or by a
Manufacturer under a Manufacturer Program, of their respective obligations thereunder
(Section 3.3);


 


(I)            the preparation,
obtaining or filing of the instruments, opinions and certificates and other
documents required for the release of the Collateral (Sections 3.4 and 3.5);


 


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(J)            the preparation and
delivery to the Trustee of each of the reports, certificates, statements and
other materials required to be delivered by the Issuer pursuant to Section 4.1
of the Base Indenture (Section 4.1);


 


(K)          the direction, if
necessary, to the firm of independent certified public accountants to furnish
reports to the Trustee and the Rating Agencies in accordance with Sections 4.1(g) and
(h) of the Base Indenture (Sections 4.1(g) and(h));


 


(L)           the furnishing, or
causing to be furnished, to the Trustee or the Paying Agent, as applicable,
instructions as to withdrawals and payments from the Collection Account and any
other accounts specified in a Series Supplement relating to the Notes in
accordance with Section 4.1(j) of the Base Indenture (Section 4.1(j));


 


(M)         if so requested, the
furnishing to any Noteholder, Note Owner or prospective purchaser of the Notes
any information required pursuant to Rule 144(d)(4) under the
Securities Act (Section 4.3);


 


(N)          the preparation and
delivery of written instructions with respect to the investment of funds on
deposit in the Collection Account and any other accounts specified in a Series Supplement
relating to a Series of Notes (Section 5.1(b));


 


(O)          the maintenance of
the Issuer’s qualification to do business in each jurisdiction in which the
failure to so qualify would be reasonably likely to result in a Material
Adverse Effect (Section 8.4);


 


(P)           the keeping of books
of record and account (Section 8.6);


 


(Q)          the delivery of
notice to the Trustee of each default described in Section 8.8 of the Base
Indenture, and preparation and delivery of an Officer’s Certificate of the
Issuer setting forth the details of such default and any action with respect
thereto taken or contemplated to be taken by the Issuer (Section 8.8);


 


(R)           the delivery of
notice to the Trustee and the Rating Agencies of material proceedings (Section 8.9);


 


(S)           the furnishing of
other information to the Trustee as the Trustee may reasonably request (Section 8.10);


 


(T)           the preparation and
filing of all supplements, amendments, financing statements, continuation
statements, if any, instruments of further assurance and other instruments, in
accordance with Section 8.1(a) of the Base Indenture, necessary to
protect the Collateral (Section 8.11(a));


 


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(U)          the obtaining of and
the annual delivery of an Opinion of Counsel, in accordance with Section 8.11(d) of
the Indenture, as to the Collateral (Section 8.11(d));


 


(V)           the preparation and
obtaining of, and delivery to the Trustee and the Collateral Agent of, filings,
Officer’s Certificates and Opinions of Counsel upon the Issuer changing its
location or legal name (Section 8.19);


 


(W)         the preparation and
delivery of instruments, agreements and Officer’s Certificates to the Trustee,
the Lessor and the Rating Agencies with respect to Manufacturer Programs in
accordance with Section 8.25 (Section 8.25);


 


(X)          the turning back, or
causing to be turned back, of Program Vehicles to the applicable Manufacturers
pursuant to Sections 2.3(b) and 3.1(b) of the HVF Lease (Section 8.26(a));


 


(Y)           the arranging for
the prompt sale of Non-Program Vehicles returned to HVF pursuant to Sections
2.3(c) and 2.5(b) of the HVF Lease (Section 8.26(b));


 


(Z)           the obtaining and
the maintenance of insurance in accordance with Section 8.27 of the Base
Indenture, and the delivery of notice to the Trustee and the Collateral Agent
of any change or cancellation of such insurance (Section 8.27);


 


(AA)       the preparation and the
obtaining of documents and instruments required for the release of the Issuer
from its obligation under the Indenture (Section 11.1);


 


(BB)        the preparation of
Officer’s Certificates and the obtaining of Opinions of Counsel with respect to
the execution of Supplements to the Indenture (Section 12.6); and


 


(CC)        the preparation of
Officer’s Certificates with respect to any requests by HVF to the Trustee to
take any action under the Indenture (Section 13.3).


 


(b)           Additional
Duties.  In addition to the duties of
the Administrator set forth above, to the extent relating to the Collateral or
the Note Obligations, the Administrator shall perform such calculations and
shall prepare for execution by the Issuer or shall cause the preparation by
other appropriate persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare,
file or deliver pursuant to the Related Documents (other than any Related
Documents relating solely to a Segregated Series of Notes), and shall take
all appropriate action that it is the duty of the Issuer to take pursuant to
such Related Documents.


 


(c)           Dealings
with Affiliates.  In carrying out the
foregoing duties or any of its other obligations under this Agreement, the
Administrator may enter into 


 


4

















 


transactions with or otherwise deal with any of its
Affiliates; provided, however, that the terms of any such transactions or
dealings shall be in accordance with any directions received from the Issuer
and shall be, in the Administrator’s opinion, no less favorable to the Issuer
than would be available from unaffiliated parties.


 


(d)           Power
of Attorney.  The Issuer shall
execute and deliver to the Administrator, and to each successor Administrator
appointed pursuant to the terms hereof, one or more powers of attorney
substantially in the form of Exhibit A hereto, appointing the
Administrator the attorney-in-fact of the Issuer for the purpose of executing
on behalf of the Issuer all such documents, reports, filings, instruments,
certificates and opinions that the Administrator has agreed to prepare, file or
deliver pursuant to this Agreement.


 


(e)           Non-Ministerial
Matters.  (i) With respect to
matters that in the reasonable judgment of the Administrator are
non-ministerial, the Administrator shall not take any action unless within a
reasonable time before the taking of such action, the Administrator shall have
notified the Issuer of the proposed action and the Issuer shall not have
withheld consent or provided an alternative direction.  For the purpose of the preceding sentence, “non-ministerial
matters” shall include, without limitation:


 


(A)          the initiation of any
claim or lawsuit by the Issuer, the compromise of any action, claim or lawsuit
brought by the Issuer, and the compromise of any action, claim or lawsuit
brought against the Issuer (other than in the ordinary course of business);


 


(B)           the amendment,
change or modification of the Related Documents;


 


(C)           the appointment of
successor Registrars, successor Paying Agents and successor Trustees pursuant
to the Indenture or the appointment of successor’ Administrators, or the
consent to the assignment by the Registrar, the Paying Agent or the Trustee of
its obligations under the Indenture; and


 


(D)          the removal of the
Trustee.


 


(ii)           Notwithstanding
anything to the contrary in this Agreement, the Administrator shall not be
obligated to, and shall not, (x) make any payments to the Indenture
Noteholders under the Related Documents, (y) sell the Collateral pursuant
to the Indenture or (z) take any action that the Issuer directs the
Administrator not to take on its behalf.


 


SECTION 2. 
Records.  The Administrator
shall maintain appropriate books of account and records relating to services
performed hereunder, which books of account and records shall be accessible for
inspection by the Issuer or the Trustee at any time during normal business
hours.


 


SECTION 3. 
Compensation.  As
compensation for the performance of the Administrator’s obligations under this
Agreement, the Administrator shall be entitled to 


 


5

















 


$7,500 per month (the “Monthly Administration Fee”)
which shall be payable on each Payment Date.


 


SECTION 4. 
Additional Information To Be Furnished to Issuer.  The Administrator shall furnish to the Issuer
from time to time such additional information regarding the Collateral as the
Issuer shall reasonably request.


 


SECTION 5. 
Independence of Administrator. 
For all purposes of this Agreement, the Administrator shall be an
independent contractor and shall not be subject to the supervision of the
Issuer with respect to the manner in which it accomplishes the performance of
its obligations hereunder.  Unless
expressly authorized by the Issuer, the Administrator shall have no authority
to act for or represent the Issuer in any way and shall not otherwise be deemed
an agent of the Issuer.


 


SECTION 6. 
No Joint Venture.  Nothing
contained in this Agreement shall (i) constitute the Administrator or the
Issuer as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) be construed to
impose any liability as such on any of them or (iii) be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.


 


SECTION 7. 
Other Activities of Administrator.  (a)  Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an administrator for any
other person or entity even though such person or entity may engage in business
activities similar to those of the Issuer or the Trustee.


 


(b)           The
Administrator and its Affiliates may generally engage in any kind of business
with any person party to a Related Document, any of its Affiliates and any person who
may do business with or own securities of any such person or any of its
Affiliates, without any duty to account therefor to the Issuer or the Trustee.


 


SECTION 8. 
Term of Agreement; Resignation and Removal of Administrator.  (a)  This Agreement shall continue in
force until termination of the Indenture and the Related Documents (other than
any Related Documents solely to any Segregated Series of Notes), in each
case to the extent related to the Collateral or the Note Obligations, in
accordance with their respective terms and the payment in full of all
obligations owing thereunder, upon which event this Agreement shall
automatically terminate.


 


(b)           Subject
to Sections 8(d) and (e), the Issuer, with the written consent of the
Requisite Investors, may remove the Administrator without cause by providing
the Administrator with at least 60 days’ prior written notice.


 


(c)           Subject
to Sections 8(d) and (e), the Trustee may, and at the direction of the
Requisite Investors shall, remove the Administrator upon written notice of
termination from the Trustee to the Administrator if any of the following
events shall occur (each an “Administrator Default”):


 


6














 


(i)            the Administrator shall default in the
performance of any of its duties under this Agreement and such default
materially and adversely affects the interests of the Noteholders and, after
notice of such default, the Administrator shall not cure such default within
thirty days (or, if such default cannot be cured in such time, shall not give
within thirty days such assurance of cure as shall be reasonably satisfactory
to the Issuer);


 


(ii)           a court having jurisdiction in the
premises shall enter a decree or order for relief, and such decree or order
shall not have been vacated within 60 days, in respect of the Administrator in
any involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official for the
Administrator or any substantial part of its property or order the winding-up
or liquidation of its affairs; or


 


(iii)          the Administrator shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the appointment
of a receiver, liquidator, assignee, trustee, custodian, sequestrator or
similar official for the Administrator or any substantial part of its property,
shall consent to the taking of possession by any such official of any
substantial part of its property, shall make any general assignment for the
benefit of creditors or shall fail generally to pay its debts as they become
due.


 


The Administrator agrees that if any of the events
specified in clause (ii) or (iii) of this Section shall occur,
it shall give written notice thereof to the Issuer and the Trustee within five
days after the happening of such event.


 


(d)           No resignation or removal of the Administrator
pursuant to this Section shall be effective until (i) a successor
Administrator (acceptable to each Enhancement Provider related to a Series of
Notes, if any) shall have been appointed by the Issuer and (ii) such
successor Administrator shall have agreed in writing to be bound by the terms
of this Agreement in the same manner as the Administrator is bound
hereunder.  The Issuer shall provide
written notice of any such removal to the Trustee, each Enhancement Provider
related to a Series of Notes and the Rating Agencies.


 


(e)           The appointment of any successor
Administrator shall be effective only after satisfaction of the Rating Agency
Condition with respect to each Series of Indenture Notes Outstanding.


 


(f)            A successor Administrator shall execute,
acknowledge and deliver a written acceptance of its appointment hereunder to
the resigning Administrator and to the Issuer. 
Thereupon the resignation or removal of the resigning Administrator
shall become effective and the successor Administrator shall have all the
rights, powers and duties of the Administrator under this Agreement.  The successor Administrator shall mail a
notice of its succession to the Noteholders. 
The resigning Administrator shall 


 


7

















 


promptly transfer or cause to be transferred all
property and any related agreements, documents and statements held by it as
Administrator to the successor Administrator and the resigning Administrator
shall execute and deliver such instruments and do other things as may
reasonably be required for folly and certainly vesting in the successor
Administrator all rights, powers, duties and obligations hereunder.


 


(g)           In no event shall a resigning
Administrator be liable for the acts or omissions of any successor
Administrator hereunder.


 


(h)           In the exercise or administration of its
duties hereunder and under the Related Documents, the Administrator may act
directly or through its agents or attorneys pursuant to agreements entered into
with any of them.  Any such delegation
shall not relieve the Administrator of its liability and responsibility
hereunder.


 


SECTION 9. 
Action upon Termination, Resignation or Removal.  Promptly upon the effective date of
termination of this Agreement pursuant to Section 8(a) or the
resignation or removal of the Administrator pursuant to Section 8(b) or
(c), respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal.  The
Administrator shall forthwith upon termination pursuant to Section 8(a) deliver
to the Issuer all property and documents of or relating to the Collateral then
in the custody of the Administrator.  In
the event of the resignation or removal of the Administrator pursuant to Section 8(b) or
(c), respectively, the Administrator shall cooperate with the Issuer and take
all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.


 


SECTION 10. 
Notices.  Any notice,
report or other communication given hereunder shall be in writing and addressed
as follows:


 


(a)           if to the Issuer, to


 


Hertz Vehicle Financing LLC

225 Brae Boulevard

Park Ridge, NJ  07656

Attention:  Treasury Department


 


(b)           if to the Administrator, to


 


The Hertz Corporation

225 Brae Boulevard

Park Ridge, NJ  07656

Attention:  Treasury Department


 


(c)           if to the Trustee, to


 


The Bank of New York Mellon, N.A.

2 North LaSalle Street, Suite 1020

Chicago, IL  60602

Attention:  Corporate Trust
Administration — Structured Finance


 


8

















 


or to such other address as any party shall
have provided to the other parties in writing. 
Any notice required to be in writing hereunder shall be deemed given if
such notice is mailed by certified mail, postage prepaid, or hand-delivered to
the address of such party as provided above, except that notices to the Trustee
are effective only upon receipt.


 


SECTION 11. 
Amendments.  This Agreement
may be amended from time to time by a written amendment duly executed and
delivered by the Issuer, the Administrator and the Trustee.  No amendment of any provision of this
Agreement will be valid unless the Rating Agency Condition with respect to each
Series of Indenture Notes Outstanding shall have been satisfied with
respect thereto.


 


SECTION 12. 
Successors and Assigns. 
This Agreement may not be assigned by the Administrator unless such
assignment is previously consented to in writing by the Issuer and the Trustee
and subject to satisfaction of the Rating Agency Condition with respect to each
Series of Indenture Notes Outstanding. 
An assignment with such consent and satisfaction, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as the
Administrator is bound hereunder. 
Notwithstanding the foregoing, this Agreement may be assigned by the
Administrator without the consent of the Issuer or the Trustee to a corporation
or other organization that is a successor (by merger, consolidation or purchase
of assets) to the Administrator; provided that such successor organization
executes and delivers to the Issuer and the Trustee an agreement in which such
corporation or other organization agrees to be bound hereunder by the terms of
said assignment in the same manner as the Administrator is bound hereunder;
provided, further, that the Rating Agency Condition with respect to each Series of
Indenture Notes Outstanding shall have been satisfied with respect to such
successor.  Subject to the foregoing,
this Agreement shall bind any successors or assigns of the parties hereto.


 


SECTION 13. 
GOVERNING LAW.  THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 14. 
Headings.  The section
headings hereof have been inserted for convenience of reference only and shall
not be construed to affect the meaning, construction or effect of this
Agreement.


 


SECTION 15. 
Counterparts.  This
Agreement may be executed in counterparts, each of which when so executed shall
together constitute but one and the same agreement.


 


SECTION 16. 
Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and 


 


9

















 


any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


SECTION 17. 
Limitation of Liability of Trustee and Administrator.  Notwithstanding anything contained herein to
the contrary, in no event shall either the Trustee or the Administrator have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates,
notices or agreements delivered pursuant hereto, as to all of which recourse
shall be had solely to the assets of the Issuer.


 


SECTION 18. 
Nonpetition Covenants. 
Notwithstanding any prior termination of this Agreement, the
Administrator, the Issuer and the Trustee shall not, prior to the date which is
one year and one day after the payment in full of all the Indenture Notes,
petition or otherwise invoke, join with, encourage or cooperate with any other
party in invoking or cause the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Issuer under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Issuer or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Issuer.


 


SECTION 19. 
Liability of Administrator. 
The Administrator agrees to indemnify HVF and the Trustee and their
respective agents (the “Indemnified Parties”) from and against any and
all actions, causes of action, suits, losses, costs, liabilities and damages,
and expenses incurred therewith, including reasonable attorney’s fees and
expenses incurred by the Indemnified Parties as a result of, or arising out of,
or relating to the entering into and performance of this Agreement by the
Indemnified Parties or suffered or sustained by the Indemnified Parties by
reason of any acts, omissions or alleged acts or omissions arising out of the
Administrator’s activities pursuant to this Agreement.  Notwithstanding anything in the foregoing to
the contrary, the Administrator shall not be obligated under its agreements of
indemnity contained in this Section 19 (i) for any liabilities
resulting from the gross negligence or willful misconduct of the Indemnified
Parties or (ii) in respect of any claim arising out of the assessment of
any tax against the Indemnified Parties. 
The obligations of the Administrator and the rights of the Indemnified
Parties under this Section 19 shall survive any termination of this
Agreement, in whole or in part.


 


SECTION 20. 
Limited Recourse to HVF. 
The obligations of HVF under this Agreement 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 Agreement 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
of the Base Indenture, and the amount of any fees, expenses or costs exceeding
such funds shall in no event 


 


10

















 


constitute a claim (as defined in Section 101 of
the Bankruptcy Code) against, or corporate obligation of, HVF.


 


11

















 


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


 


	
   

  	
   

  	
  HERTZ
  VEHICLE FINANCING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ R. Scott Massengill

  
	
   

  	
   

  	
   

  	
  Scott Massengill

  
	
   

  	
   

  	
   

  	
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  HERTZ CORPORATION,

  
	
   

  	
   

  	
  as
  Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ R. Scott Massengill

  
	
   

  	
   

  	
   

  	
  Scott Massengill

  
	
   

  	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
  as
  Trustee 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John D. Ask

  
	
   

  	
   

  	
   

  	
  Name: John
  D. Ask

  
	
   

  	
   

  	
   

  	
  Title: Senior Associate

  



 


12

















 


EXHIBIT A


 


[Form of Power of Attorney]


 


POWER OF ATTORNEY


 


	
  STATE
  OF 

  	
  )

  
	
   

  	
  )

  
	
  COUNTY
  OF

  	
  )

  



 


KNOW ALL MEN BY THESE PRESENTS, that HERTZ VEHICLE
FINANCING LLC (“HVF”), does hereby make, constitute and appoint THE
HERTZ CORPORATION as Administrator under the Administration Agreement (as
defined below), and its agents and attorneys, as Attorneys-in-Fact to execute
on behalf of HVF all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of HVF to prepare, file or
deliver pursuant to the Administration Agreement, including, without
limitation, to appear for and represent HVF in connection with the preparation,
filing and audit of federal, state and local tax returns pertaining to HVF, and
with full power to perform any and all acts associated with such returns and
audits that HVF could perform, including without limitation, the right to
distribute and receive confidential information, defend and assert positions in
response to audits, initiate and defend litigation, and to execute waivers of
restriction on assessments of deficiencies, consents to the extension of any
statutory or regulatory time limit, and settlements. For the purpose of this
Power of Attorney, the term “Administration Agreement” means the Second
Amended and Restated Administration Agreement dated as of September 18,
2009 among HVF, The Hertz Corporation, as Administrator, and The Bank of New
York Mellon Trust Company, N.A., as Trustee, as such maybe amended, modified or
supplemented from time to time.


 


All powers of attorney for this purpose heretofore
filed or executed by HVF are hereby revoked.


 


EXECUTED this [  
]st day of [        ], 2009.


 


	
   

  	
   

  	
  HERTZ
  VEHICLE FINANCING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


13