Exhibit 4.9.14


 


EXECUTION VERSION




 





 


 


SECOND
AMENDED AND RESTATED ESCROW AGREEMENT


 


dated
as of September 18, 2009


 


among


 


THE
HERTZ CORPORATION,


 


HERTZ
VEHICLE FINANCING LLC,


 


HERTZ
GENERAL INTEREST LLC,


 


HERTZ
CAR EXCHANGE INC.


 


and


 


J.P.
MORGAN CHASE BANK, N.A.


 




 





 

















 


TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Definitions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  General Provisions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  In
  General

  	
   

  	
  4

  
	
  SECTION 2.02.

  	
  Provisions
  Governing the Escrow Accounts

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fund Transfers

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Transfer
  of Collected Funds from the Exchange Accounts

  	
   

  	
  5

  
	
  SECTION 3.02.

  	
  Transfer
  of Disbursed Funds from the Disbursement Accounts

  	
   

  	
  6

  
	
  SECTION 3.03.

  	
  Shortfalls
  in Funding

  	
   

  	
  6

  
	
  SECTION 3.04.

  	
  Additional
  Subsidies

  	
   

  	
  6

  
	
  SECTION 3.05.

  	
  The
  Escrow Accounts

  	
   

  	
  7

  
	
  SECTION 3.06.

  	
  Limitation
  on Rights to Exchange Proceeds

  	
   

  	
  7

  
	
  SECTION 3.07.

  	
  Returns

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Investment Of Funds

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Investment
  of the Exchange Funds

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Distributions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Distribution
  of Escrow Funds

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Miscellaneous Provisions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Obligations
  of the Escrow Agent

  	
   

  	
  10

  



 


i

















 


	
  SECTION 6.02.

  	
  Conflicting
  Instructions; Adverse Claims

  	
   

  	
  12

  
	
  SECTION 6.03.

  	
  Notices

  	
   

  	
  13

  
	
  SECTION 6.04.

  	
  Notice of
  Claims Relating to the Escrow Accounts

  	
   

  	
  14

  
	
  SECTION 6.05.

  	
  Limitation
  of Liabilities; Indemnification

  	
   

  	
  14

  
	
  SECTION 6.06.

  	
  Entire
  Agreement; Successors and Assigns

  	
   

  	
  15

  
	
  SECTION 6.07.

  	
  Counterparts

  	
   

  	
  16

  
	
  SECTION 6.08.

  	
  No Third
  Party Beneficiaries

  	
   

  	
  16

  
	
  SECTION 6.09.

  	
  Authorization

  	
   

  	
  16

  
	
  SECTION 6.10.

  	
  Termination

  	
   

  	
  16

  
	
  SECTION 6.11.

  	
  No
  Discretion

  	
   

  	
  17

  
	
  SECTION 6.12.

  	
  GOVERNING
  LAW AND VENUE

  	
   

  	
  17

  
	
  SECTION 6.13.

  	
  JURY
  TRIAL WAIVER

  	
   

  	
  17

  
	
  SECTION 6.14.

  	
  Certain
  Bankruptcy Events

  	
   

  	
  17

  
	
  SECTION 6.15.

  	
  Force
  Majeure

  	
   

  	
  18

  
	
  SECTION 6.16.

  	
  Treasury
  Regulations Disclosure Requirements

  	
   

  	
  18

  
	
  SECTION 6.17.

  	
  Power of
  Attorney

  	
   

  	
  18

  
	
  SECTION 6.18.

  	
  No
  Petitions

  	
   

  	
  18

  
	
  SECTION 6.19.

  	
  Waiver of
  Setoff

  	
   

  	
  19

  
	
  SECTION 6.20.

  	
  Electronic
  Documentation

  	
   

  	
  19

  
	
  SECTION 6.21.

  	
  Servicer

  	
   

  	
  19

  
	
  SECTION 6.22.

  	
  Amendments

  	
   

  	
  19

  
	
  SECTION 6.23.

  	
  Availability of Funds for Payments

  	
   

  	
  19

  



 


ii

















 


This
SECOND AMENDED AND RESTATED ESCROW AGREEMENT (as amended, modified or
supplemented from time to time in accordance with the provisions hereof, this “Escrow
Agreement”) is entered into as of September 18, 2009, by and among,
HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), J.P. Morgan
Chase Bank, N.A., a national banking association, as the escrow agent (the “Escrow
Agent”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”),
HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”)
and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).


 


W I T N E S S E T H :


 


WHEREAS, the QI, the Escrow
Agent, Hertz, HVF and HGI entered into an Amended and Restated Escrow Agreement
as of January 26, 2007 (the “Prior Agreement”);


 


WHEREAS, the QI, the Escrow
Agent, Hertz, HVF and HGI desire to amend and restate the Prior Agreement in
its entirety as set forth herein;


 


WHEREAS, HVF and HGI are
single member limited liability companies, solely owned by Hertz, and therefore
disregarded entities for purposes of the Code and the Treasury Regulations;


 


WHEREAS, each action taken
by a Legal Entity in its individual capacity pursuant to this Agreement shall,
for purposes of the Code and the Treasury Regulations, have been taken by
Exchangor;


 


WHEREAS, Exchangor desires
to exchange certain Vehicles that are held for productive use in its trade or
business and that constitute Relinquished Property for other vehicles to be
held for productive use in its trade or business that are like-kind to the
Relinquished Property;


 


WHEREAS, the Relinquished
Property will be sold by Exchangor to various buyers from time to time,
including Manufacturers and purchasers at auctions;


 


WHEREAS, the Replacement
Property will be purchased by Exchangor from time to time from various
Manufacturers and vehicle dealers;


 


WHEREAS, Exchangor and the
QI desire and intend that the Exchanges accomplished by Exchangor and the QI
under the Master Exchange Agreement (the “LKE Program”) satisfy the
requirements of a “like kind exchange program” pursuant to Section 3.02 of
Revenue Procedure 2003-39;


 


WHEREAS, Exchangor desires
to effectuate each Exchange in a manner that will qualify as a like-kind
exchange within the meaning of Section 1031 of the Internal Revenue Code
of 1986, as amended (the “Code”) and the treasury regulations (the “Treasury
Regulations”) promulgated thereunder (and any applicable corresponding
provisions of state tax 


 

















 


legislation) pursuant to one
or more of the “safe harbors” described in Section 1.1031(k)-1(g) of
the Treasury Regulations, and Revenue Procedure 2003-39;


 


WHEREAS, subject to the
terms and provisions of the Second Amended and Restated Master Exchange
Agreement dated as of the date hereof (as amended, modified or
supplemented from time to time in accordance with the provisions thereof, the “Master
Exchange Agreement”), among the QI, Hertz, HVF and HGI, each Legal Entity
has engaged the QI to act as a “qualified intermediary” within the meaning of Section 1031
of the Code and Section 1.1031(k)-1(g)(4) of the Treasury Regulations
(such entity, a “Qualified Intermediary”) in order to facilitate
Exchanges of Relinquished Property for Replacement Property and has directed
the QI to establish, or become a joint holder of, one or more accounts to hold
proceeds from the disposition of Relinquished Property and any Additional
Subsidies and to disburse such proceeds and any Additional Subsidies consistent
with Section 1031 of the Code;


 


WHEREAS, the Escrow Agent
may from time to time hold and disburse, pursuant to the terms of this Escrow
Agreement, certain funds belonging to Exchangor that are not derived from the
disposition of Relinquished Property for purposes other than the acquisition of
Replacement Property;


 


WHEREAS, subject to the
terms and provisions of the Master Exchange Agreement, it is intended that for
purposes of the Treasury Regulations, Exchangor is not determined to be in
actual or constructive receipt of proceeds (including any earnings thereon)
from the disposition of any Relinquished Property;


 


WHEREAS, notwithstanding the
immediately foregoing paragraph, it is the intent of the parties that the funds
held in the Escrow Accounts maintained by the Escrow Agent shall not be part of
the QI’s general assets, nor subject to claims by the QI’s creditors; and


 


WHEREAS, each Legal Entity
will continue to comply with its obligations under the Related Documents to
which it is a party;


 


NOW, THEREFORE, for and in
consideration of the premises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01.  Definitions.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in Schedule I to the
Base Indenture and, if not defined therein, the meanings set forth in the
Master Exchange Agreement; provided, that, if any such capitalized term
is defined in the Base Indenture, but has a corresponding Segregated
Series-specific definition set forth in the related Segregated Series Supplement,
the capitalized term set forth herein shall have the meaning of the
corresponding Segregated Series-specific definition set forth in the applicable
Segregated Series Supplement in all contexts relating to the HVF
Segregated Vehicles, HVF Segregated Vehicle Collateral or other Series-Specific



 


2

















 


Collateral
with respect to such Segregated Series; provided, further, that
if any capitalized term is defined in each of the Base Indenture and the HGI
Lease, the definition of such capitalized term set forth in the HGI Lease shall
apply in all contexts relating to the HGI Vehicles and HGI Vehicle
Collateral.  The following terms used in
this Escrow Agreement shall have the following meanings, unless otherwise
expressly provided herein:


 


“Business Day” shall
mean any day except a Saturday, Sunday or legal holiday on which the offices of
the Trustee, any Legal Entity, the QI or, with respect to any matter involving
any Account, the Escrow Agent (or any successor thereto) is not open for
business.


 


“Code” shall have the
meaning set forth in the recitals hereto.


 


“Escrow Accounts”
shall mean each of the Exchange Accounts and the Disbursement Accounts, each of
which the QI shall maintain by itself or jointly in the course of administering
its obligations under the Master Exchange Agreement and this Escrow Agreement,
and each of which shall be established (if not already established) and
maintained pursuant to terms of this Escrow Agreement by the Escrow Agent.


 


“Escrow Agent” shall
mean J.P. Morgan Chase Bank, N.A., or any successor Escrow Agent appointed
pursuant to this Escrow Agreement.


 


“Escrow Agreement”
shall have the meaning set forth in the preamble hereto.


 


“Escrow Funds” shall
mean the funds in the Escrow Accounts.


 


“Funds Transfer
Protocol(s)” shall have the meaning set forth in Section 2.01(b) hereof.


 


“Hertz” shall have
the meaning set forth in the preamble hereto.


 


“HGI” shall have the
meaning set forth in the preamble hereto.


 


“HVF” shall have the
meaning set forth in the preamble hereto.


 


“IRS” shall mean the
Internal Revenue Service.


 


“LKE Program” shall
have the meaning set forth in the recitals hereto.


 


“Master Exchange
Agreement” shall have the meaning set forth in the recitals hereto.


 


“QI” shall have the
meaning set forth in the recitals hereto.


 


“Qualified Intermediary”
shall have the meaning set forth in the recitals hereto.


 


“Termination Date”
shall have the meaning set forth in Section 6.10 hereof.


 


“Treasury Regulations”
shall have the meaning set forth in the recitals hereto.


 


3

















 


ARTICLE II


 


General Provisions


 


SECTION 2.01.  In General


 


(a)  Appointment of Escrow Agent.  The Escrow Agent is hereby appointed by each
of the Legal Entities and the QI, and agrees to act, as escrow holder of the
Escrow Funds held in the Escrow Accounts pursuant to this Escrow Agreement in
accordance with the terms hereof.


 


(b)  Fund Transfers. 
Provided they are consistent with this Escrow Agreement and the
limitations on each Legal Entity’s rights to receive, pledge, borrow or
otherwise obtain the benefits of any Relinquished Property Proceeds, the
particular mechanisms for accomplishing the movement of Escrow Funds described
in this Escrow Agreement may be set forth and memorialized in one or more
written “Funds Transfer Protocols” attached hereto from time to time as Exhibit A,
which shall either (1) be executed by or on behalf of both a Legal Entity
and the QI or (2) follow the protocol set forth in Section 3.01 or Section 3.02
hereof.  A Funds Transfer Protocol may
also consist of a compendium of previously executed documents or charts (e.g.,
flow charts, corporate resolutions and signature cards) which when taken
together obviate the need for a single written protocol.


 


(c)  Escrow Accounts. 
The parties acknowledge and agree that the funds held in any of the
Escrow Accounts, or any other account or sub-account established pursuant to
the terms of this Escrow Agreement, shall only be distributed in accordance
with the terms of this Escrow Agreement, as supplemented by the Master Exchange
Agreement.  The Escrow Agent shall have
no equitable interest in any amounts deposited in any of the Escrow Accounts
referred to herein.


 


SECTION 2.02.  Provisions
Governing the Escrow Accounts.  (a) 
All Escrow Funds deposited into an Escrow Account pursuant to this Escrow
Agreement shall be in U.S. dollars and shall be delivered or disbursed either
by (i) federal funds wire transfer, (ii) Electronic Funds Transfer,
or (iii) cashier’s check, or other check, with notification in a form
consistent with, or as described in, Exhibit A hereto.


 


(b)  The Escrow Agent shall not have any responsibility or
liability for any funds delivered pursuant to this Escrow Agreement until actually
received in the appropriate account, in accordance with the terms hereof.


 


(c)  The Escrow Accounts shall be maintained (i) with a
Qualified Institution or (ii) as a segregated trust account with a
Qualified Trust Institution.  If any
Escrow Account is not maintained in accordance with the previous sentence, then
the Legal Entities shall within ten (10) Business Days of obtaining
knowledge of such fact, in conjunction with the QI, establish a new Escrow
Account which complies with such sentence and transfer into the new Escrow
Account all funds from the non-complying Escrow Account.  The Escrow Accounts shall be maintained as “securities
accounts” (as defined in Section 8-501 of the New York UCC) and the
investments made with Escrow Funds shall be held in the Escrow Accounts.


 


4

















 


ARTICLE III


 


Fund Transfers


 


SECTION 3.01.  Transfer
of Collected Funds from the Exchange Accounts.  (a)  On any Business Day, pursuant to
standing instructions and procedures established by each Legal Entity and the
QI and in accordance with the Master Exchange Agreement, each Legal Entity may
initiate proposed Electronic Funds Transfers that are subject to the QI’s
approval and shall notify the QI of such initiated transfers.  The instructions with respect to the proposed
Electronic Funds Transfers shall set forth the amounts to be withdrawn from an
Exchange Account and transferred to another Exchange Account or a Disbursement
Account on such day, shall be substantially in the form of Exhibit A
hereto, and shall be either (1) executed by or on behalf of both the
applicable Legal Entity and the QI or (2) executed by or on behalf of the
applicable Legal Entity with the certification contained in Exhibit A
stating that such Legal Entity has provided such instruction simultaneously to
the Escrow Agent and the QI.  Such
instructions to the Escrow Agent shall also include instructions regarding
adjustments (e.g., calculation errors, overpayments, etc.), if any, to amounts
previously funded from such Exchange Account. 
If the QI does not approve any of the proposed Electronic Funds Transfer
transactions, the QI shall immediately notify the applicable Legal Entity and
the Escrow Agent, and in the case of a transfer of funds from an HVF Exchange
Account or an HVF Segregated Exchange Account, the Trustee and in the case of a
transfer of funds from a Hertz GE Exchange Account, the GE Collateral Agent,
via telephone or fax (any such notice given by telephone to be confirmed in
writing) of the disapproval and the reasons for such disapproval.  If the Escrow Agent receives instructions in
the form of Exhibit A (i) executed by or on behalf of both the
applicable Legal Entity and the QI or (ii) executed by or on behalf of the
applicable Legal Entity with the appropriate certification and the QI has not
disapproved of the instructions (orally or in writing) within one hour of the
Escrow Agent’s receipt of such instructions, then the Escrow Agent shall
promptly execute instructions delivered to the Escrow Agent (subject to the
last sentence of this Section 3.01(a)). 
The Escrow Agent shall have no duty or obligation to verify or confirm
any of the information contained in the electronic instructions received by it
pursuant to this Section 3.01(a). 
Notwithstanding the foregoing, the Escrow Agent shall have no duty to
transfer or distribute any funds from an Exchange Account unless such funds
have been collected and credited to such Exchange Account.


 


(b)  After the occurrence of a Disbursement Occurrence, each Legal
Entity shall direct the Escrow Agent to wire any funds held in its Escrow
Account that are no longer Relinquished Property Proceeds to, or as directed
by, the applicable Legal Entity; provided that (i) in the case of HVF, the
portion of such amount relating to HVF Vehicles shall be paid to the Collection
Account and the portion of such amount relating to HVF Segregated Vehicles that
constitute Series-Specific Collateral for a particular Segregated Series of
Notes unless otherwise specified in the related Segregated Series Supplement
shall be paid into the collection account or other account specified in such
Segregated Series Supplement and (ii) in the case of Hertz, any such
amount in respect of GE Financed Vehicles shall be paid to the GE Collateral
Account.


 


5

















 


SECTION 3.02.  Transfer
of Disbursed Funds from the Disbursement Accounts.


 


From time to time during the term of this Escrow
Agreement, the Escrow Agent agrees that it shall receive, hold, invest and
disburse, pursuant to the terms and conditions herein set forth, the Escrow
Funds delivered into a Disbursement Account by or on behalf of HGI that are
Relinquished Property Proceeds and/or Additional Subsidies, at HGI’s
discretion, as may be needed to complete the purchase of any particular
Replacement Property and to be delivered to a Manufacturer or dealer for the
purchase of Replacement Property, or to make any Non-LKE Disbursement by or on
behalf of HGI.  From time to time on any
Business Day, pursuant to standing instructions and procedures established by
HGI and the QI in accordance with the terms of the Master Exchange Agreement,
HGI may initiate proposed Electronic Funds Transfers that are subject to the QI’s
approval and shall notify the QI of such initiated transfers, in order to
transfer funds from a Disbursement Account to acquire Replacement Property, to
pay expenses of the type described in Section 1.1031(k)-1(g)(7) of the Treasury
Regulations not otherwise paid from funds deposited into the Joint Collection
Account and to make Non-LKE Disbursements. 
The instructions with respect to such proposed Electronic Funds
Transfers shall set forth the amounts to be withdrawn from the applicable
Disbursement Account on such day, shall be substantially in the form of Exhibit A,
and shall be either (1) executed by or on behalf of both HGI and the QI or
(2) executed by or on behalf of HGI with the certification contained in Exhibit A
stating that HGI has provided such instruction simultaneously to the Escrow
Agent and the QI.  If the QI does not
approve any of the proposed Electronic Funds Transfer transactions, the QI
shall immediately notify HGI and the Escrow Agent via telephone or fax (any
such notice by telephone to be confirmed in writing) of the disapproval and the
reasons for such disapproval.  If the
Escrow Agent receives instructions in the form of Exhibit A (i) executed
by or on behalf of HGI and the QI or (ii) executed by or on behalf of HGI
with the appropriate certification and the QI has not disapproved of the
instructions (orally or in writing) within one hour of the Escrow Agent’s
receipt of such instructions, then the Escrow Agent shall promptly execute
instructions delivered to the Escrow Agent (subject to the last sentence of this
Section 3.02).  The Escrow Agent
shall have no duty or obligation to verify or confirm any of the information
contained in the electronic instructions received by it pursuant to this Section 3.02.  Notwithstanding the foregoing, the Escrow
Agent shall have no duty to transfer or distribute any funds from a
Disbursement Account unless such funds have been collected and credited to such
Disbursement Account.


 


SECTION 3.03.  Shortfalls
in Funding.  If, for any reason, the
sum of the amounts requested by a Legal Entity to be transferred from an
Exchange Account to another Exchange Account or a Disbursement Account in
accordance with the Master Exchange Agreement on any Business Day pursuant to Section 3.01
hereof exceeds the total amount of collected funds in such Exchange Account
with respect to such Legal Entity, including any Qualified Earnings from the
investment of funds with respect to such Legal Entity held in the Exchange
Account pursuant to this Escrow Agreement on such day and actually credited to the
Exchange Account, the Escrow Agent shall promptly notify the applicable Legal
Entity of the amount of such shortfall, and the amounts to be transferred to
such other Exchange Account or Disbursement Account on such day shall be
reduced by the amount of such shortfall.


 


SECTION 3.04.  Additional
Subsidies.  In the event that the
Escrow Funds with respect to HGI are insufficient to pay the Replacement
Property Acquisition Cost incurred by HGI, HGI may transfer Additional
Subsidies directly to an HGI Exchange Account or a Disbursement Account in an
amount sufficient for the QI to acquire the applicable Replacement


 


6














 


Property.  Any Legal Entity may transfer Additional
Subsidies to one of its Exchange Accounts to fund Non-LKE Disbursements and HGI
may transfer Additional Subsidies to any Disbursement Account to fund Non-LKE
Disbursements (provided, that, for the avoidance of doubt, Additional Subsidies
relating to HVF Vehicles or HVF Segregated Vehicles constituting
Series-Specific Collateral for a particular Segregated Series shall only
be transferred to an HVF Exchange Account or unless otherwise specified in a
Segregated Series Supplement an HVF Segregated Exchange Account relating
to such Segregated Series, respectively, in order to fund such Non-LKE
Disbursement).


 


SECTION 3.05.  The Escrow
Accounts.  Transfers of funds in and
out of the Exchange Accounts and the Disbursement Accounts shall be governed by
the terms of this Escrow Agreement, as supplemented by terms of the Master
Exchange Agreement.


 


SECTION 3.06.  Limitation
on Rights to Exchange Proceeds.


 


(a)  All Escrow Funds shall be held subject to the terms of this
Escrow Agreement.  In particular, all
Relinquished Property Proceeds, and any Qualified Earnings thereon, shall be
held subject to Sections 1.1031(k)-1(g)(4)(ii) and 1.1031(k)-l(g)(6) of the
Treasury Regulations, including the restrictions on Exchangor’s right to
receive, pledge, borrow or otherwise obtain the benefits of Relinquished
Property Proceeds or the earnings thereon. 
Subject to the limitation that each Legal Entity shall have no right to
receive, pledge, borrow or otherwise obtain the benefits of the Relinquished
Property Proceeds or the earnings thereon held by either the QI or the Escrow
Agent, Relinquished Property Proceeds may be withdrawn from an Exchange Account
or Disbursement Account upon a Disbursement Occurrence with respect to the related
Relinquished Property or such Relinquished Property Proceeds.  This Section 3.06(a) shall apply
notwithstanding any inconsistent instruction given by any Legal Entity and
notwithstanding any decision by any Legal Entity not to pursue a deferred exchange
or to abandon the transactions contemplated by this Escrow Agreement.


 


(b)  The QI shall have only such interest in any of the Escrow
Funds as is expressly provided in the Master Exchange Agreement and shall have
the right to use, withdraw, transfer or otherwise act with respect to any of
the Escrow Funds only as expressly provided in, and for the purposes set forth
in, this Escrow Agreement or the Master Exchange Agreement.


 


SECTION 3.07.  Returns.  If at any time, for any reason, funds
transferred from an Escrow Account are returned to such Escrow Account, such
funds shall be transferred by the Escrow Agent upon receipt by the Escrow Agent
of electronic written instructions from the applicable Legal Entity and the QI.


 


ARTICLE IV


 


Investment Of Funds


 


SECTION 4.01.  Investment
of the Exchange Funds.


 


(a)  From time to time during the term of this Escrow Agreement,
the Escrow Agent shall invest and reinvest all (or such lesser portion as may
be agreed to between the parties hereto) the funds held in (i) an HVF
Exchange Account or unless otherwise specified in a 


 


7

















 


Segregated
Series Supplement an HVF Segregated Exchange Account in any Permitted
Investments, (ii) a Hertz GE Exchange Account in Cash Equivalents (as
defined in the GE Credit Agreement) or (iii) any other Exchange Account as
directed by Hertz or HGI; provided, however, that in no event
shall any Legal Entity direct that any such investment, directly or indirectly,
be in any security of a Legal Entity or any of its affiliates.  Interest and other amounts, or any benefits
earned in lieu of the payment of interest, earned on the Escrow Funds shall be
treated as Escrow Funds and the parties hereto agree that absent a change in
law, all information returns shall identify the applicable Legal Entity as the
recipient.


 


(b)  If any Qualified Earnings on Relinquished Property Proceeds
are held in an Exchange Account, such Qualified Earnings shall not be disbursed
during the Exchange Period for the related Relinquished Property.  Any Qualified Earnings as to which the
Exchange Period of the Relinquished Property has expired shall thereafter be
deemed Additional Subsidies.


 


ARTICLE V


 


Distributions


 


SECTION 5.01.  Distribution
of Escrow Funds.  The Escrow Agent
shall hold the Escrow Funds in its possession until instructed hereunder to
deliver the Escrow Funds or any specified portion thereof as follows:


 


(a)  If the Escrow
Agent receives a request pursuant to Section 3.01 or Section 3.02
hereof authorizing release of the Escrow Funds, or a portion thereof, the
Escrow Agent shall, subject to the terms and conditions described in this
Escrow Agreement, disburse the Escrow Funds, or designated portion thereof,
including any interest or other amounts earned on the Escrow Funds, pursuant to
the instructions set forth in such request; provided, however,
that other than as set forth in Section 3.01 or Section 3.02 hereof,
the Escrow Agent shall have no duty or obligation to verify or confirm any of
the information contained in the request.


 


(b)  If the Escrow
Agent receives written notice substantially in the form of Exhibit A
hereto authorizing termination of the escrow hereunder as related to funds that
are attributable to designated Relinquished Property and any earnings thereon
for failure to identify the Replacement Property with respect to any
Relinquished Property within the Identification Period with respect to such
Relinquished Property, signed jointly by or on behalf of authorized
representatives of the QI and the applicable Legal Entity, the Escrow Agent
shall, (a) if such notice is received by 11:00 a.m. (New York time)
on a Business Day, on the Business Day such notice is received or (b) otherwise
one Business Day after receipt of such notice, redeem or otherwise liquidate
the Escrow Funds or designated portion thereof and disburse the Escrow Funds
(including any interest or other amounts earned on the Escrow Funds), or
designated portion thereof, to, or as directed by, the applicable Legal Entity
pursuant to the instructions set forth in such notice; provided that (i) (x) in
the case of Escrow Funds of HVF relating to HVF Vehicles  (including any funds that are attributable to
Relinquished Property relating to such HVF Vehicles and any earnings thereon), such
amount shall be paid to the Collection Account and (y) in the case of
Escrow Funds of HVF relating to HVF Segregated Vehicles that 


 


8

















 


constitute Series-Specific
Collateral for a particular Segregated Series of Notes (including any
funds that are attributable to Relinquished Property relating to such HVF
Segregated Vehicles and any earnings thereon), such amount unless otherwise
specified in a Segregated Series Supplement shall be paid to the
collection account or other account relating to such Segregated Series and
(ii) in the case of Escrow Funds of Hertz (including any funds that are
attributable to Relinquished Property owned by Hertz and any earnings thereon)
with respect to GE Financed Vehicles, such amount shall be paid to the GE
Collateral Account.


 


(c)  If the Escrow
Agent receives written notice substantially in the form of Exhibit A
hereto authorizing termination of the escrow hereunder, as related to
designated Relinquished Property Proceeds, and any Qualified Earnings thereon,
for failure to acquire Replacement Property within the Exchange Period, signed
jointly by or on behalf of authorized representatives of the QI and the
applicable Legal Entity, such party shall, (a) if such notice is received
by 11:00 a.m. (New York time) on a Business Day, on the Business Day such
notice is received or (b) otherwise one Business Day after receipt of such
notice, redeem or otherwise liquidate the Escrow Funds or designated portion
thereof and disburse the Escrow Funds (including any interest or other amounts
earned on the Escrow Funds), or designated portion thereof, to, or as directed
by, the applicable Legal Entity pursuant to the instructions set forth in such
notice; provided that (i) (x) in the case of Escrow Funds of HVF
relating to HVF Vehicles, such amount shall be paid to the Collection Account
and (y) in the case of Escrow Funds of HVF relating to HVF Segregated
Vehicles that constitute Series-Specific Collateral for a particular Segregated
Series of Notes, such amount unless otherwise specified in a Segregated Series Supplement
shall be paid to the collection account or other account relating to such
Segregated Series and (ii) in the case of Escrow Funds of Hertz with
respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral
Account.


 


(d)  If the Escrow
Agent receives a written release notice substantially in the form of Exhibit C
hereto stating that a new escrow holder has been appointed pursuant to a new
escrow agreement and authorizing termination of the escrow hereunder, signed
jointly by or on behalf of authorized representatives of the QI and all Legal
Entities and consented to by the Trustee and the GE Collateral Agent, such
party shall release the Escrow Funds (or any portion thereof), in the amounts
and to the parties referenced in such notice, and any documentation related to
the tax deferred exchange that it may hold.


 


(e)  If the Legal
Entities terminate this Escrow Agreement pursuant to Section 6.14 hereof,
and thereafter the Escrow Agent receives written notice substantially in the
form of Exhibit C-1 hereto stating that a new escrow holder has
been appointed pursuant to a new escrow agreement following the termination of
all or a portion of this Escrow Agreement, the Escrow Agent shall, on the date
set forth in such notice, which in no event shall be less than two (2) Business
Days following such party’s receipt of such notice, redeem or otherwise
liquidate the Escrow Funds with respect to the portion of this Escrow Agreement
that was terminated and disburse the Escrow Funds (including any income,
interest, or other amounts earned on the Escrow Funds) to such new escrow
holder, pursuant to the instructions set forth in such notice.  If (i) the Legal Entities terminate all
or a portion of this Escrow Agreement pursuant to Section 6.14 hereof or (ii) 


 


9

















 


the Escrow Agent terminates
this Escrow Agreement pursuant to Section 6.10 hereof, and thereafter the
Escrow Agent receives written notice substantially in the form of Exhibit C-2
hereto stating that a new escrow holder has not been appointed prior to the
termination of this Escrow Agreement, the Escrow Agent shall, on the date set
forth in such notice, which in no event shall be less than two (2) Business
Days following such party’s receipt of such notice, redeem or otherwise
liquidate the Escrow Funds with respect to the portion of this Escrow Agreement
that was terminated and disburse such Escrow Funds (including any income,
interest, or other amounts earned on the Escrow Funds), pursuant to the
instructions set forth in such notice.


 


(f)  The Escrow Agent
will only accept instructions that have been signed by those persons authorized
to do so per an authorization in the form of Exhibit B (as such
exhibit may be amended and supplemented from time to time).  The signatures contained in an authorization
in the form of Exhibit B hereto will be considered good and valid
for all purposes of this Escrow Agreement until rescinded or modified in
writing via a new authorization in the form of Exhibit B delivered
to the Escrow Agent.


 


(g)  Except as
otherwise provided pursuant to Section 3.01, Section 3.02 and Section 3.06(a) hereof
and this Section 5.01, the Escrow Funds may not be disbursed under any
conditions except those set forth above in this Section 5.01, and the
parties agree that neither the QI nor any Legal Entity shall have the authority
to direct (and no such direction shall be effective against) the Escrow Agent
to disburse Escrow Funds.  All
disbursements made pursuant to this Escrow Agreement by the Escrow Agent shall
be made by wire or other Electronic Funds Transfer unless such party, in its
sole discretion, agrees to another method of disbursement.


 


ARTICLE VI


 


Miscellaneous Provisions


 


SECTION 6.01.  Obligations
of the Escrow Agent.


 


(a)  The Escrow Agent shall invoice each Legal Entity quarterly
for authorized fees and expenses payable by such Legal Entity.  Payments of reasonable fees and expenses
pursuant to an invoice shall be due thirty (30) days from the date of each
Legal Entity’s receipt of such invoice plus any required supporting
documentation.


 


(b)  The Escrow Agent shall not have any obligation to, nor shall
it incur any liability for failing to, advance, use or risk, in any manner or
for any purpose, its own funds or otherwise incur financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers hereunder.  The provisions of this
Section 6.01(b) shall survive the termination of this Escrow
Agreement.


 


(c)  Except as expressly contemplated by this Escrow Agreement,
the Escrow Agent shall not sell, transfer or otherwise dispose of in any manner
all or any portion of the Escrow Funds, except pursuant to an order of a court
of competent jurisdiction.


 


10

















 


(d)  The duties, responsibilities and obligations of the Escrow
Agent under this Escrow Agreement shall be limited to those expressly set forth
herein, and no duties, responsibilities or obligations shall be inferred or
implied.  Other than as contemplated
herein, the Escrow Agent shall not be subject to, or required to comply with,
any other agreement between the Legal Entities and the QI or to which a Legal
Entity or the QI is a party, or to comply with any direction or instruction
(other than those contained herein or delivered in accordance with this Escrow
Agreement) from a Legal Entity or the QI or an entity or entities acting on
their behalf.


 


(e)  If at any time the Escrow Agent is served with any judicial
or administrative order, judgment, decree, writ or other form of judicial or
administrative process that in any way affects the Escrow Funds, the Escrow
Agent shall, in the case of Escrow Funds of HVF, promptly notify the Trustee of
such occurrence, in the case of Escrow Funds of Hertz with respect to GE
Financed Vehicles, promptly notify the GE Collateral Agent of such occurrence,
and, in any case, be authorized to comply therewith in any manner that it or
legal counsel of its own choosing reasonably deems appropriate; and if the
Escrow Agent complies with any such judicial or administrative order, judgment,
decree, writ or other form of judicial or administrative process, it shall not
be liable to any of the parties hereto or to any other person or entity even
though such order, judgment, decree, writ or process may be subsequently
modified or vacated or otherwise determined to have been without legal force or
effect.


 


(f)  The Escrow Agent shall not be under any duty to give the
Escrow Funds held by it hereunder any greater degree of care than it gives its
own similar property and shall not be required to invest any Escrow Funds held
hereunder except as provided for in this Escrow Agreement.  Uninvested funds held hereunder shall not
earn or accrue interest.


 


(g)  At any time the Escrow Agent may request an instruction in
writing from any of the Legal Entities and the QI and may, at its own option,
include in such request the course of action it proposes to take and the date
on which it proposes to act, regarding any matter arising in connection with
its duties and obligations hereunder. 
The Escrow Agent shall not be liable for acting in accordance with such
a proposal on or after the date specified therein, provided that the
specified date shall be at least three (3) Business Days after the
applicable Legal Entity, the Trustee and the QI receive such party’s request
for instructions and its proposed course of action, and provided further
that, prior to so acting, the Escrow Agent has not received the written
instructions requested, including a refusal to the proposed course of action.


 


(h)  In the event of any ambiguity or uncertainty hereunder or in
any notice, instruction or other communication received hereunder by the Escrow
Agent, the Escrow Agent may, in its sole discretion, only after notifying the
applicable Legal Entity, the Trustee and the QI in writing, refrain from taking
any action other than retaining possession of the Escrow Funds unless the
Escrow Agent receives written instructions, signed by such Legal Entity and the
QI, which eliminates such ambiguity or uncertainty.


 


(i)  Each Legal Entity shall pay or reimburse the Escrow Agent
upon request, for any taxes relating to the Escrow Funds with respect to such
Legal Entity incurred in connection herewith and shall indemnify and hold the
Escrow Agent harmless from any amounts it is obligated to pay in the way of
such taxes.  In addition, all interest or
other income earned under 


 


11

















 


this
Escrow Agreement shall be allocated to Exchangor for federal income tax
purposes, and paid only as directed by the applicable Legal Entity and the QI
pursuant to the terms and conditions of this Escrow Agreement, as supplemented
by the terms of the Master Exchange Agreement, and reported by Exchangor to the
IRS or any other taxing authority. 
Notwithstanding any written directions, the Escrow Agent shall report,
and as required withhold, any taxes it determines may be required by any law or
regulation in effect at the time of distribution.  If any earnings remain undistributed at the
end of any calendar year, the Escrow Agent shall report to the IRS or such
other authority such earnings as it deems appropriate or as required by any
applicable law or regulation.  This Section 6.01(i) shall
survive the termination of this Escrow Agreement or the resignation or removal
of the Escrow Agent.


 


(j)  The Escrow Agent shall be entitled to rely upon any order,
judgment, certification, demand, notice, instrument or other writing delivered
to it by a Legal Entity or otherwise hereunder without being required to
determine the authenticity or the correctness of any fact stated therein or the
propriety or validity or the service thereof. 
Subject to Section 5.01(f) hereto, the Escrow Agent may act in
reliance upon, and shall be fully protected in relying upon, any instrument or
signature reasonably believed by it to be genuine and may assume that any
person purporting to give receipt or advice to make any statement or execute
any document in connection with the provisions hereof has been duly authorized
to do so.  All written notices when
received as provided pursuant to Section 6.03 hereof shall be valid and
accepted whether signed in counterparts or one document.


 


SECTION 6.02.  Conflicting
Instructions; Adverse Claims.  In the
event of any disagreement between any Legal Entity and the QI resulting in
conflicting instructions to (including the disapproval by the QI of a proposed
Electronic Funds Transfer pursuant to Section 3.01 or Section 3.02
hereof), or adverse claims or demands by any Legal Entity and the QI upon, the
Escrow Agent with respect to the release of the Escrow Funds or any part
thereof, then the Escrow Agent shall immediately deliver a true copy thereof to
the applicable Legal Entity, the QI and, in the case of a disagreement
involving HVF, the Trustee and, in the case of a disagreement involving Hertz
and Escrow Funds with respect to GE Financed Vehicles, the GE Collateral Agent,
along with such party’s written notice in refusing to comply with the adverse
claims or demands referred to above, or as an alternative, wait for
clarification from both such Legal Entity and the QI before complying.  If the Escrow Agent gives written notice to
the applicable Legal Entity, the QI and, if required, the Trustee or the GE
Collateral Agent as referred to above, then the Escrow Agent shall be entitled
to and be fully protected in refusing to comply with any claims or demands on
it and shall continue to hold the Escrow Funds until it receives either (i) a
written notice signed by both the QI and the applicable Legal Entity directing
the delivery of the Escrow Funds or (ii) a final order of a court of
competent jurisdiction, entered in a proceeding in which the QI and the
applicable Legal Entity are named as parties, directing the delivery of the
Escrow Funds in accordance with the terms of this Escrow Agreement, in either
of which events the Escrow Agent shall then deliver the Escrow Funds in accordance
with said direction.  The Escrow Agent
shall not be or become liable in any way or to any person for its refusal to
comply with any such claims or demands until and unless it has received a
direction of the nature described in clause (i) or (ii) above.  Upon the taking by the Escrow Agent of any
action in accordance with clause (i) or (ii) above
the Escrow Agent shall be released of and from all liability hereunder with
respect to the Escrow Funds.


 


12

















 


SECTION 6.03.  Notices.  All notices, requests, demands, waivers,
consents, approvals or other communications required or permitted hereunder
will be in writing, will be deemed given when actually received and will be
given by personal delivery, by facsimile transmission with receipt
acknowledged, by means of electronic mail, by same day or overnight courier
services or by registered or certified mail, postage prepaid, return receipt
requested, to the following addresses:


 


The
Escrow Agent at:


 








Fax:


 


The
QI at:


 


DB
Services Tennessee, Inc.


 


[                ]


 


Hertz,
HVF or HGI, as applicable, at:


 


c/o
The Hertz Corporation

225 Brae Boulevard

Park Ridge, NJ 07656

Attention:   Treasurer

Fax:  (201) 307-2746


 


with
a copy to the Administrator at:


 


The
Hertz Corporation

225 Brae Boulevard

Park Ridge, NJ 07656

Attention:   Treasurer

Fax:  (201) 307-2746


 


OR


 


The
Trustee at:


 


The
Bank of New York Mellon Trust Company, N.A.

2 North LaSalle

Chicago, IL 60602

Attn:   Corporate Trust
Administrator-Structured Finance

Phone:  (312) 827-8569

Fax:  (312) 827-8562


 


13

















 


The
GE Collateral Agent at:


 


c/o
GE Corporate Financial Services

201 Merritt 7

Norwalk, CT 06856-5201

Attention: Operations Site Leader-2nd Floor

Tel: 203-956-4146

Fax: 203-229-5788


 


SECTION 6.04.  Notice of
Claims Relating to the Escrow Accounts. 
If the Escrow Agent receives a written notice signed by or on behalf of
either the QI or a Legal Entity advising the Escrow Agent that there is a
pending litigation between the QI and such Legal Entity or any other entity
claiming entitlement to the Escrow Funds, (i) the Escrow Agent may, on
notice to the QI, such Legal Entity, and in the case of litigation involving
HVF, the Trustee and in the case of litigation involving Hertz and Escrow Funds
with respect to GE Financed Vehicles, the GE Collateral Agent, deposit the
Escrow Funds with the clerk of the court in which said litigation is pending;
or (ii) take such affirmative steps as it elects in order to terminate its
duties as escrow holder hereunder, including, without limitation, the deposit
of the Escrow Funds with a court of competent jurisdiction and, if no action to
which the QI and such Legal Entity are parties is then pending with respect to
the Escrow Funds, the commencement of an action for interpleader, the costs
thereof to be borne jointly and severally by the QI and the applicable Legal
Entity.


 


SECTION 6.05.  Limitation
of Liabilities; Indemnification.  (a) 
The parties hereto hereby acknowledge and agree that the duties of the Escrow
Agent hereunder are purely ministerial, at the request of the QI and each Legal
Entity and for their convenience.  The
Escrow Agent shall not be or be deemed to be the agent or trustee for the QI or
any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed
to be the agent or trustee of the Escrow Agent. 
The QI and each Legal Entity agree that, notwithstanding any provision
hereof to the contrary, the Escrow Agent shall not incur any liability
whatsoever for any action taken, suffered or omitted or for any loss or injury
resulting from its actions or the performance or lack of performance of its
duties hereunder in the absence of gross negligence or willful misconduct on
its part, and do hereby release and waive any claim they may have against the
Escrow Agent, which may result from its performance of its obligations under
this Escrow Agreement other than as a result of gross negligence or willful
misconduct.  Subject to the foregoing,
the Escrow Agent shall not be responsible or liable in any manner whatsoever
for (a) acting in accordance with or relying upon any instruction, notice,
demand, certificate or document from any Legal Entity or the QI or any entity
acting on behalf of any Legal Entity or the QI provided for herein, (b) the
acts or omissions in compliance and accordance with this Escrow Agreement of
its nominees, correspondents, designees, agents, subagents or subcustodians, so
long as such nominees, correspondents, designees, agents, subagents or
subcustodians are selected with due care, (c) the investment or
reinvestment of any Escrow Funds held by it hereunder in good faith in
accordance with the terms hereof, (d) the sufficiency, correctness,
genuineness, validity or enforceability of any document or instrument delivered
to it, (e) the form of execution of any such document or instrument, (f) the
apparent identity, authority, or rights of any person executing or delivering
any such document or instrument, (g) the terms and conditions of any document
or instrument pursuant to which the parties may act, (h) the validity or
effectiveness of 


 


14

















 


any
of the transactions, or the treatment for tax purposes of any of the
transactions contemplated herein, (i) the sale of the Relinquished
Property or the selection or terms of acquisition of any Replacement Property
or other property, or the state of title, condition, quality or value of any
Relinquished Property, Replacement Property or other property, (j) compliance
with or monitoring the requirements of Section 1031 of the Code and/or
Revenue Procedure 2003-39, or (k) the treatment for tax purposes of
any Escrow Funds delivered or held hereunder or the income, interest or other
amounts which may be earned or accrue relative to the Escrow Funds.  Subject to Section 5.01(f), the Escrow
Agent shall be entitled to rely upon the authenticity of any signature
purporting to be by the QI or any Legal Entity received by it relating to this
Escrow Agreement.


 


(b)  Hertz shall, and hereby does, indemnify, protect, save,
defend and hold harmless the Escrow Agent and its respective officers,
directors, employees, agents and attorneys from and against all claims, loss,
damage and costs, including reasonable attorney’s fees, incurred in connection
with the performance of the Escrow Agent’s duties hereunder, except with
respect to acts involving gross negligence or willful misconduct on the part of
the Escrow Agent.  The provisions of this
Section 6.05(b) shall survive the termination of this Escrow
Agreement.


 


(c)  The Escrow Agent shall not be required to give any bond or
other security hereunder.  The QI and
each Legal Entity hereby acknowledge that the Escrow Agent shall not have any
liability for any loss, cost or damage that the QI or any Legal Entity or any
other person or entity may sustain by reason of the failure to pay, default,
insolvency or bankruptcy of any entity or investment in which the Escrow Funds
may have been invested or deposited which prevents or delays payment of the
Escrow Funds or any interest, income or other amount earned or accrued thereon
as herein provided.


 


SECTION 6.06.  Entire
Agreement; Successors and Assigns. 
This Escrow Agreement, the Master Exchange Agreement and the other
agreements referenced herein contain the entire agreement between the parties
relative to the subject matter hereof and there are no verbal or collateral
understandings, agreements, representations or warranties not expressly set
forth herein.  Except as expressly otherwise
allowed herein, no party may assign or otherwise transfer any of its rights or
delegate any of its duties or obligations under this Escrow Agreement without
the prior written consent of each other party, which consent shall not be
unreasonably withheld; provided, however, that no assignment
shall be effective without satisfaction of the Rating Agency Condition with
respect to each Series of Indenture Notes Outstanding; provided further,
however, that (1) each Legal Entity may pledge all of its right, title
and interest in this Agreement to the extent not otherwise prohibited by the
Related Documents or by Treasury Regulation Section 1.1031(k)-1(g)(6) and
(2) any party hereto may assign (subject to the Rating Agency Condition)
this Agreement, without such written consent, other than the written consent of
HVF and Hertz in the case of an assignment by the Escrow Agent, to a successor
or surviving entity resulting from a merger or acquisition involving
substantially all of a party’s stock or assets. 
To secure the payment of the Note Obligations from time to time owing by
HVF under the Indenture, HVF has pledged and assigned to the Collateral Agent
for the benefit of the HVF Secured Party a security interest in all of its
right, title and interest in, to and under this Escrow Agreement (but not the
Escrow Accounts) as it relates to the HVF Vehicles, and the Escrow Agent, Hertz
and HGI hereby consent to such assignment. 
To secure the payment of the 


 


15

















 


Segregated
Series Note Obligations from time to time owing by HVF under each
Segregated Series Supplement, HVF has pledged and assigned to the
Collateral Agent for the benefit of each HVF Segregated Secured Party with
respect to a particular Segregated Series of Notes a security interest in
all of its right, title and interest in, to and under this Escrow Agreement
(but not the Escrow Accounts) as it relates to the HVF Segregated Vehicles
which constitute Series-Specific Collateral for such Segregated Series, and the
Escrow Agent, Hertz and HGI hereby consent to such assignment.  To secure HGI’s obligations under the HGI
Credit Facility and all other liabilities of HGI from time to time owing by HGI
to Hertz thereunder, HGI has pledged and assigned, to the Collateral Agent, for
the benefit of the HGI Secured Parties, a security interest in all of its
right, title and interest in, to and under this Escrow Agreement (but not the
Escrow Accounts) as it relates to HGI Vehicles and the Escrow Agent, Hertz and
HVF hereby consent to such assignment. 
To secure Hertz’s obligations under the GE Credit Agreement, the GE
Collateral Agreement and the other GE Loan Documents, Hertz has pledged and
assigned to the GE Collateral Agent for the benefit of the secured parties
under the GE Collateral Agreement a security interest in all of its right,
title and interest in, to and under this Escrow Agreement (but not the Escrow
Accounts) insofar as it relates to GE Financed Vehicles and the Escrow Agent,
HVF and HGI hereby consent to such assignment.


 


SECTION 6.07.  Counterparts.  This Escrow Agreement may be executed in any
number of counterparts and any party hereto may execute any such counterpart,
each of which when executed and delivered will be deemed to be an original and
all of which counterparts when taken together will constitute but one and the
same instrument.  The execution of this
Agreement by any party hereto will not become effective until counterparts
hereof have been executed and delivered by each other party hereto.  It will not be necessary in making proof of
this Agreement or any counterpart hereof to produce or account for any other
counterparts.


 


SECTION 6.08.  No Third
Party Beneficiaries.  Nothing
contained in this Escrow Agreement is intended, or will be construed, to confer
upon or give to any Person, other than the parties hereto and their respective
successors and permitted assigns, any rights or remedies under or by reason of
this Escrow Agreement.


 


SECTION 6.09.  Authorization.  Each Person signing this Escrow Agreement and
any accompanying exhibits each represent and warrant that such Person has all
necessary power and authority to execute and deliver this Escrow Agreement and
any accompanying exhibits on behalf of the party for whom they are so executing
and delivering the same.


 


SECTION 6.10.  Termination.  (a)  Upon delivery of all of the Escrow
Funds and all interest earned thereon as required or permitted hereunder and
following written notice to each of the Escrow Agent and the Trustee of
termination of this Escrow Agreement, the Escrow Agent shall be relieved and
discharged from all obligations and liabilities hereunder with respect thereto
and this Escrow Agreement shall thereupon be deemed terminated.


 


Notwithstanding any
provision herein to the contrary, the Escrow Agent shall have the right to
terminate this Escrow Agreement, as it relates to such party, at any time (the “Termination
Date”) prior to complete disbursement of all of the Escrow Funds upon not
less than ninety (90) Business Days’ notice to the QI, each Legal Entity
and the Trustee, provided, however, that if a notice to disburse
the Escrow Funds pursuant to Section 5.01 hereof is


 


16














 


received by the Escrow Agent
and such disbursement is to occur prior to the Termination Date, then the
Escrow Agent will comply with the terms of this Escrow Agreement and make such
disbursement pursuant hereto.  If the
Escrow Agent gives notice setting a Termination Date, the Legal Entities and
the QI may, at their option and provided that the Rating Agency Condition with
respect to each Series of Indenture Notes Outstanding is satisfied with
respect thereto, appoint one or more new escrow agents pursuant to an escrow
agreement or escrow agreements substantially in the form of this Escrow
Agreement and, provided, the Escrow Agent shall receive an instruction
substantially in the form of Exhibit C-1 hereto not less than two (2) Business
Days prior to the Termination Date, the Escrow Agent shall deliver the Escrow
Funds in accordance with such instruction.


 


SECTION 6.11.  No
Discretion.  The Escrow Agent may act
through agents or attorneys-in-fact, by and under a power of attorney duly
executed by the Escrow Agent in carrying out any of the powers and duties
pursuant to this Escrow Agreement, subject to clause (b) of Section 6.05(a) hereof.  The Escrow Agent shall not be required to
exercise any discretion hereunder.


 


SECTION 6.12.  GOVERNING LAW AND VENUE.  THIS ESCROW AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.  VENUE
SHALL BE IN ANY STATE OR FEDERAL COURT WITHIN THE STATE OF NEW YORK.


 


SECTION 6.13.  JURY TRIAL WAIVER.  EACH LEGAL ENTITY, THE QI AND THE ESCROW
AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING ARISING FROM THE SUBJECT MATTER OF THIS
ESCROW AGREEMENT, INCLUDING ANY COUNTERCLAIM THERETO.


 


SECTION 6.14.   Certain
Bankruptcy Events.  If the Escrow
Agent:


 


(a)  suffers the entry
against it of a judgment, decree or order for relief by a court of competent
jurisdiction or any regulatory agency in an involuntary proceeding commenced
under any applicable insolvency, receivership or other similar law of any
jurisdiction now or hereafter in effect, or has any such proceeding commenced
against it which remains undismissed for a period of thirty (30) days, or


 


(b)  commences a
voluntary case under any applicable bankruptcy, insolvency, receivership or
similar law now or hereafter in effect; or applies for or consents to the entry
of an order for relief in an involuntary case under any such law; or makes a
general assignment for the benefit of creditors; or fails generally to pay (or
admits in writing its inability to pay) its debts as such debts become due; or
takes corporate or other action to authorize any of the foregoing,


 


(c)  then the Legal
Entities may, immediately upon notice to the QI, the Trustee, the GE Collateral
Agent and the Escrow Agent (together with a copy of the replacement 


 


17

















 


escrow agreement referred to
below), and subject to satisfaction of the Rating Agency Condition with respect
to each Outstanding Series of Indenture Notes, terminate all or a portion
of this Escrow Agreement, appoint, or cause the QI to appoint, a successor
escrow agent with respect to all or a portion of this Escrow Agreement and
enter into a replacement escrow agreement with such successor on terms
substantially the same in all material respects as the terms of this Escrow
Agreement.


 


SECTION 6.15.  Force
Majeure.  No party to this Escrow
Agreement is liable to any other party for losses due to, or if it is unable to
perform its obligations under the terms of this Escrow Agreement if such
inability to perform is caused by, circumstances reasonably beyond a party’s
control, such as natural disasters, fire, floods, third party strikes, failure
of public utilities or telecommunications infrastructure or any other causes
reasonably beyond its control.


 


SECTION 6.16.  Treasury
Regulations Disclosure Requirements. 
Each Legal Entity represents that it does not intend to treat any
transaction contemplated by this Escrow Agreement as a reportable transaction
within the meaning of Section 1.6011-4 of the Treasury Regulations, and
without limiting the foregoing, will fully comply with the filing and reporting
requirements applicable to like-kind exchanges, including any requirement in
applicable regulations and forms.  In the
event that any Legal Entity determines to take any action inconsistent with
such intention, such Legal Entity will promptly notify the QI, and each Legal
Entity acknowledges that in this event, any other party to this Escrow
Agreement may treat the transaction as subject to Section 301.6112-1 of
the Treasury Regulations, and maintain the investor list and other records
required by such Treasury Regulation.


 


SECTION 6.17.  Power of
Attorney.  Each of HVF and HGI shall
execute on the date hereof (or, with respect to any HVF Segregated Vehicles,
HVF may execute after the date hereof) a power of attorney substantially in the
form of Exhibit D hereto, pursuant to which Hertz may exercise any
of HVF’s or HGI’s rights under this Escrow Agreement, including the right to
execute any and all documents pertaining to the transfer or release of Escrow
Funds and to terminate all or a portion of the Escrow Agreement.


 


SECTION 6.18.  No
Petitions.  The Escrow Agent 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 Indenture Notes, it will not institute
against, or join with, encourage or cooperate with any other Person in
instituting against HVF, the QI or Hertz, 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 Escrow Agent takes
action in violation of this Section 6.18, (i) each of the QI and HVF
agrees, for the benefit of the HVF Secured Parties, and (ii) Hertz agrees,
for the benefit of the parties to the GE Loan Documents, that it shall file an
answer with the bankruptcy court or otherwise properly contest the filing of
such a petition by the Escrow Agent against the QI, HVF or Hertz or the
commencement of such action and raise the defense that the Escrow Agent 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.


 


18

















 


The provisions of this Section 6.18 shall survive the termination
of this Agreement.


 


SECTION 6.19.  Waiver of
Setoff.  The Escrow Agent agrees that
all monies, checks, instruments and other items of payment deposited into the
Escrow Accounts shall not be subject to deduction, setoff, banker’s lien, or
any other right in favor of any Person, except that such party may setoff (i) any
checks credited to the Escrow Accounts and thereafter returned unpaid because
of uncollected or insufficient funds and (ii) items, including, without
limitation any Automated Clearing House transactions, which are returned for
any reason or any adjustments.


 


SECTION 6.20.  Electronic
Documentation.  Each of the parties
hereto agrees that any instruction required to be delivered in the form of Exhibit A
may be provided in an electronic form so long as the form of electronic
documentation used is sufficient to constitute a legal and binding instruction.


 


SECTION 6.21.  Servicer.  The parties to this Escrow Agreement
acknowledge and agree that Hertz acts as Servicer of HVF and HGI pursuant to
this Escrow Agreement, and, in such capacity, as the agent of HVF and HGI, for
purposes of performing certain duties of HVF and HGI under this Escrow
Agreement.  The parties to this Escrow
Agreement acknowledge and agree that Hertz, as Servicer, may take any action to
be taken by HVF or HGI under this Escrow Agreement.


 


SECTION 6.22.  Amendments.  This Escrow Agreement may be amended and
supplemented only by a written instrument duly executed by all the parties
hereto upon satisfaction of the Rating Agency Condition with respect to each Series of
Indenture Notes Outstanding.


 


SECTION 6.23.  Availability
of Funds for Payments. 
Notwithstanding any provisions contained in this Escrow Agreement to the
contrary, HVF shall not, and shall not be obligated to pay any amount pursuant
to this Escrow Agreement unless HVF has funds which are not required to repay
any Series of Notes Indenture Outstanding when due.  Prior to the commencement of an insolvency
proceeding by or against HVF, any amount which HVF does not pay pursuant to the
operation of the preceding sentence shall not constitute a claim (as defined in
§ 101 of the Bankruptcy Code) against or obligation of HVF for any such
insufficiency unless and until HVF satisfies the provisions of such preceding
sentence.


 


(signature
page follows)


 


19

















 


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


 


	
   

  	
  THE HERTZ CORPORATION,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/ R. Scott Massengill

  
	
   

  	
   

  	
  Name: R. Scott Massengill

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERTZ VEHICLE FINANCING LLC,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/ R. Scott Massengill

  
	
   

  	
   

  	
  Name: R. Scott Massengill

  
	
   

  	
   

  	
  Title: Vice President
  & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERTZ GENERAL INTEREST LLC,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/ R. Scott Massengill

  
	
   

  	
   

  	
  Name: R. Scott Massengill

  
	
   

  	
   

  	
  Title: Vice President
  & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HERTZ CAR EXCHANGE INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Daniel Feehan

  
	
   

  	
   

  	
  Name: Daniel Feehan

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Vickie Chaplin

  
	
   

  	
   

  	
  Name: Vickie Chaplin

  
	
   

  	
   

  	
  Title: Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P. MORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/ Christopher Vetri

  
	
   

  	
   

  	
  Name: Christopher Vetri

  
	
   

  	
   

  	
  Title: Trust Officer

  



 














 


Exhibit A


To:


 


Escrow Agent Account Number
#:                                


Legal Entity:  [                               ]
[                               ]
[                               ]


Legal Entity’s Taxpayer
Identification Number:


 


Instructions for Receipt of Escrow Funds and Disbursement of Funds for
Acquisition of Replacement Property


 


Description of Relinquished Property and Deposit into Disbursement
Account:


 


$                        
will be transferred to the above-referenced escrow account on or about                         .  These funds are the net proceeds from the
sale of the Relinquished Property by the Legal Entity to a buyer or Additional
Subsidies provided by the Legal Entity. 
The funds will be delivered in the form of (check one):


 


o federal funds wire o cashier’s
check


 


Disbursement for Purchase of Replacement Property:


 


Be advised that the Legal
Entity has followed the notification and closing procedures relative to a
Replacement Property in accordance with the requirements of Internal Revenue
Code Section 1031 and the regulations promulgated thereunder.  As a result, please attend to the following
transfer upon this instruction.  Please
make the following wire transfer:


 


AMOUNT:  $ 


FROM ACCOUNT #: 


TO:  [Include Wiring Instructions]


FOR VALUE: 


 


Authorization to Disburse Funds for Acquisition of a Replacement
Property from Exchange Account:


 


Be advised that the Legal Entity has followed the notification and
closing procedures relative to a Replacement Property in accordance with the
requirements of Internal Revenue Code Section 1031 and the regulations
promulgated thereunder.  As a result,
please attend to the following transfer upon receipt of this instruction.


 


You are hereby authorized to liquidate the investment previously specified
and disburse the proceeds, if any, of the Escrow Funds from the appropriate
account as follows:


 


AMOUNT:  $


FROM EXCHANGE ACCOUNT #:  


TO
DISBURSEMENT ACCOUNT #: 


FOR
VALUE: 


 

















 


Return of Funds from Disbursement Accounts:


 


Please
return funds from the following accounts, as instructed below:


 


AMOUNT:  $


FROM
EXCHANGE ACCOUNT #:


TO ACCOUNT #:


FOR VALUE: 


 


AMOUNT: $


FROM DISBURSEMENT ACCOUNT #:


TO ACCOUNT #:


FOR VALUE: 


Authorized by:


 


[The undersigned hereby certifies to the Escrow Agent and                                             
that this instruction has been provided to the Escrow Agent and                                             
simultaneously, and the Escrow Agent may rely upon this certification in
compliance with Sections 3.01 and 3.02 of the Escrow
Agreement when making transfers from the Escrow Accounts without the signature
of                                             
upon this written instruction](1)


 


Legal Entity:                                             
, [on its own behalf] [as Servicer for                                             
] [                                            ]
[                                            
]


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


	
  [Qualified Intermediary:

  	
   

  	
  ](2)

  



 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 






(1) Certification may be removed for any
instruction executed by both                                             
and                                             .


 


(2) No signature
required if certification above is included


 

















 


Authorization to Terminate Escrow — Failure to Identify
Replacement Property




Description of Relinquished Property:


 


The Legal Entity has failed to identify a Replacement Property within
the required period after transfer of title to the Relinquished Property in
accordance with the requirements of Section 1031 of the Internal Revenue
Code of 1986, as amended.  As a result,
the exchange relating to the funds in this escrow account shall terminate
effective                                    
..


 


You are hereby authorized to liquidate the entire investment and
disburse the net proceeds, if any, of the Escrow Funds as follows:


 


For                                                                            
, for the benefit of                                    
, as Trustee, Invoice Number:                                                



Amount:  $                                   
                                   



Bank
Information:


 


ABA/Routing Number:


Account Name:


Account Number: *                                   
                                 


For Value: 


 


Remit the balance, plus
accrued income, to:


 


Bank:


ABA Number:


Account Name:


Account Number:


For Value: 


 


Authorized by:


 


	
  Qualified Intermediary:

  	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


Legal Entity:                                                ,
[on its own behalf] [as Servicer for                                        ],
[                                      ],
[                                                                   ]


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 

















 


Authorization to Terminate Escrow - Failure to Acquire within
180 Days


 


Description of Relinquished Property:


 


The Legal Entity has failed to acquire title to a Replacement Property
within the required period after transfer of title to the Relinquished Property
in accordance with the requirements of Section 1031.  As a result, the exchange relating to the
funds in this escrow account shall terminate effective                                          .


 


You are hereby authorized to liquidate the entire investment and
disburse not later than 2 Business Days after receipt of this notice, the net
proceeds, if any, of the Escrow Funds as follows:


 


For                                                                       
Invoice Number:          


Amount:
$                                                                                   


Bank
Information:


ABA/Routing Number:


Account Name:


Account Number: *                                         


For Value:                                          


 


Remit the balance, plus
accrued income, to:


Bank:


ABA Number:


Account Name:


Account Number:


For Value: 


 


Authorized by:


 


	
  Qualified Intermediary:

  	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


Legal Entity:                                                             ,
[on its own behalf] [as Servicer for][                                     ][
                                     ][                                     ]


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 














 


Exhibit B


 


Person(s) Authorized to Execute Escrow Agreement and Exhibits


 


To:


 


Escrow Agent Account Numbers
######## and [                     ]


Legal Entities:                                                   ,
                                                 ,


                                                 
and                                                  


Legal Entities’ Taxpayer Identification Numbers:


 


Description of Relinquished
Property:


 


The following person is
authorized to execute the Escrow Agreement on behalf of each Legal Entity:


 


 


	
  Authorized Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


Any of the following persons
are authorized to execute the instructions on behalf of any Legal Entity:


 


 


	
  Authorized Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


	
  Authorized Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


	
  Authorized Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


	
  Authorized Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 

















 


	
  Authorized Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


Any of the following persons are authorized to execute the Escrow
Agreement and instructions on behalf of the QI.


 


	
  Authorized Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


	
  Authorized Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


	
  Authorized Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


THIS EXHIBIT MUST BE SIGNED AND RETURNED WITH THE ESCROW AGREEMENT


 

















 


Exhibit C-1


 


Instruction to Transfer Escrow Funds to New Escrowee


 


To:


 


Escrow Agent Account Number


Legal Entity:                                     ,
                                               ,
                        


                                  
and                                 


Legal Entity’s Taxpayer Identification Numbers:


 


Description of Relinquished
Property:


 


We hereby acknowledge or initiate notice of termination of the Escrow
Agreement with you relative to the above account effective                                 .  You are hereby advised that the undersigned
have appointed a new escrow holder. 
Therefore, the Escrow Funds are to be redeemed or otherwise liquidated
and disbursed on                                .


 


You are hereby authorized to liquidate the entire investment, deduct
any fees for your services or expenses, and disburse the net proceeds of the
Escrow Funds as follows:


 


Bank:


ABA Number:


Account Name:


Account Number:


For Value:                            


 


Authorized by:


 


	
  Qualified Intermediary:

  	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


 


Legal Entity:                                                             ,
[on its own behalf] [as Servicer for][                                     ][
                                     ][                                     ]


 


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


	
  Acknowledged and consented to by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 














 


Exhibit C-2


 


Instruction to Transfer Escrow Funds


 


To:


 


Escrow Agent Account Number


Legal Entity:                                    ,
                                    ,
                                    


                                    
and                                     


Legal Entity’s Taxpayer Identification Numbers:


 


Description of Relinquished
Property:


 


We hereby acknowledge or initiate notice of termination of the Escrow
Agreement with you relative to the above account effective                                     .  You are hereby advised that the undersigned
have not appointed a new escrow holder. 
Therefore, the Escrow Funds are to be redeemed or otherwise liquidated
and disbursed on                                     .


 


You are hereby authorized to liquidate the entire investment, deduct
any fees for your services or expenses, and disburse the net proceeds of the
Escrow Funds as follows:


 


Funds in the HVF Exchange Accounts


Bank:


ABA Number:


Account Name:


Account Number:


For Value: 


 


[Funds in the HVF Segregated Exchange Account relating to the following
Segregated Series:                                      


Bank:


ABA Number:


Account Name:


Account Number:


For Value:                                                 ]


 


Funds in the HGI Exchange Accounts


Bank:


ABA Number:


Account Name:


Account Number:


For Value: 


 


Funds in the Hertz Exchange Accounts


Bank:


 

















 


ABA Number:


Account Name:


Account Number:


For Value: 


 


Funds in the Disbursement Accounts


Bank:


ABA Number:


Account Name:


Account Number:


For Value: 


 


Authorized by:


 


	
  Qualified Intermediary:

  	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


 


Legal Entity:                                                             ,
[on its own behalf] [as Servicer for][                                        ][
                                        ][                                        ]


 


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


	
  Acknowledged and consented to by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 

















 


Exhibit D


 


Form of Power of Attorney


 


KNOW ALL MEN BY THESE
PRESENTS, that [                                                      ]
[                                                   ]
does hereby make, constitute and appoint                                           (“               ”)
its true and lawful Attorney-in-Fact for it and in its name, stead and behalf,
to exercise any of its rights under the Escrow Agreement (as may be amended,
modified or supplemented from time to time, the “Escrow Agreement”)
relating to the [HVF Vehicles][HVF Segregated Vehicles leased pursuant to the
Segregated Series Lease relating to [            ]][HGI Vehicles], dated as of                    X,
200X, among                                           ,
                                                               ,
                                        ,
                  ,
                                  
and                                           ,
including but not limited to, the right to execute any and all documents
pertaining to the transfer or release of Escrow Funds (as defined in the Escrow
Agreement) relating to the [HVF Vehicles][HVF Segregated Vehicles leased
pursuant to the Segregated Series Lease relating to [            ]][HGI Vehicles] and to terminate
all or a portion the Escrow Agreement relating to the [HVF Vehicles][HVF
Segregated Vehicles leased pursuant to the Segregated Series Lease
relating to [            ]][HGI
Vehicles].  This power is limited to the
foregoing and specifically does not authorize the creation of any liens or
encumbrances on any of said Escrow Funds. 
All powers of attorney for this purpose heretofore filed or executed by
[HVF][HGI] are hereby revoked.


 


The powers and authority
granted hereunder shall be effective as of the [      ]
day of               ,
200X and unless sooner terminated, revoked or extended shall cease eight (8) years
from such date.


 

















 


IN WITNESS WHEREOF, [                                                            ]
[                                                                            ]
has caused this instrument to be executed on its behalf by its duly authorized
officer this               
day of                 ,
200X.


 


	
   

  	
  [                                                ]
  ]              

  
	
   

  	
                                      ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


State of                         )


 


County of                     )


 


Subscribed and sworn before
me, a notary public, in and for said county and state, this         
day of                         ,
20    .


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  My Commission Expires: