Exhibit 4.9.27


 


EXECUTION VERSION


 


HERTZ VEHICLE FINANCING LLC,


 


as Issuer


 


and


 


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


(formerly known as The Bank
of New York Trust Company, N.A.),


 


as Trustee and Securities
Intermediary


 






 


SERIES 2009-1 SUPPLEMENT


 


 


dated as of September 18,
2009


 


to


 


THIRD AMENDED AND RESTATED


BASE INDENTURE


 


 


dated as of September 18,
2009


 


 






 


$2,138,072,750  Series 2009-1
Variable Funding Rental Car Asset Backed Notes


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  ARTICLE II INITIAL ISSUANCE AND
  INCREASES AND DECREASES OF PRINCIPAL AMOUNT OF SERIES 2009-1 NOTES

  	
  43

  
	
   

  	
   

  
	
  Section 2.1  
  Initial Issuance; Procedure for Increasing the Series 2009-1 Principal
  Amount

  	
  43

  
	
  Section 2.2  
  Procedure for Decreasing the Series 2009-1 Principal Amount

  	
  45

  
	
   

  	
   

  
	
  ARTICLE III SERIES 2009-1 ALLOCATIONS

  	
  47

  
	
   

  	
   

  
	
  Section 3.1  
  Series 2009-1 Series Accounts

  	
  47

  
	
  Section 3.2  
  Allocations with Respect to the Series 2009-1 Notes

  	
  48

  
	
  Section 3.3  
  Application of Interest Collections

  	
  52

  
	
  Section 3.4  
  Payment of Note Interest

  	
  55

  
	
  Section 3.5  
  Payment of Note Principal

  	
  55

  
	
  Section 3.6  
  Payment by Wire Transfer

  	
  61

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

  	
  62

  
	
  Section 3.8  
  Series 2009-1 Reserve Account

  	
  62

  
	
  Section 3.9  
  Series 2009-1 Letters of Credit and Series 2009-1 Cash Collateral
  Accounts

  	
  64

  
	
  Section 3.10  
  Series 2009-1 Distribution Account

  	
  68

  
	
  Section 3.11  
  Trustee as Securities Intermediary

  	
  69

  
	
  Section 3.12  
  Series 2009-1 Interest Rate Caps

  	
  71

  
	
  Section 3.13  
  Series 2009-1 Demand Note Constitutes Additional Collateral for
  Series 2009-1 Notes

  	
  72

  
	
   

  	
   

  
	
  ARTICLE IV     AMORTIZATION EVENTS

  	
  73

  
	
   

  	
   

  
	
  ARTICLE V FORM OF SERIES 2009-1 NOTES

  	
  77

  
	
   

  	
   

  
	
  Section 5.1  
  Issuance of Series 2009-1 Notes

  	
  77

  
	
  Section 5.2  
  Transfer of Series 2009-1 Notes

  	
  78

  
	
   

  	
   

  
	
  ARTICLE VI GENERAL

  	
  79

  
	
   

  	
   

  
	
  Section 6.1  
  Optional Redemption of Series 2009-1 Notes

  	
  79

  
	
  Section 6.2  
  Information

  	
  80

  
	
  Section 6.3  
  Exhibits. 

  	
  84

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  Section 6.4  
  Ratification of Base Indenture

  	
  85

  
	
  Section 6.5  
  Notice to the Rating Agencies

  	
  85

  
	
  Section 6.6  
  Third Party Beneficiary

  	
  85

  
	
  Section 6.7  
  Counterparts

  	
  85

  
	
  Section 6.8  
  Governing Law

  	
  85

  
	
  Section 6.9  
  Amendments

  	
  85

  
	
  Section 6.10  
  Covenant Regarding Affiliate Issuers

  	
  86

  
	
  Section 6.11  
  Termination of Series Supplement

  	
  86

  
	
  Section 6.12  
  Discharge of Indenture

  	
  86

  



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  Exhibit A:

  	
  Form of
  Series 2009-1 Variable Funding Rental Car Asset Backed Notes

  
	
  Exhibit B:

  	
  Form of
  Series 2009-1 Letter of Credit

  
	
  Exhibit C:

  	
  Form of
  Lease Payment Deficit Notice

  
	
  Exhibit D:

  	
  Form of
  Series 2009-1 Letter of Credit Reduction Notice

  
	
  Exhibit E:

  	
  Form of
  Purchaser’s Letter

  
	
  Exhibit F-1:

  	
  Form of
  Monthly Noteholders’ Statement

  
	
  Exhibit F-2:

  	
  Form of
  Weekly Noteholders’ Statement

  
	
  Exhibit G-1:

  	
  Form of
  Demand Notice

  
	
  Exhibit G-2:

  	
  Form of
  Series 2009-1 Demand Note

  
	
  Exhibit H:

  	
  Form of Estimated
  Interest Adjustment Notice

  



 


iii

















 


SERIES 2009-1 SUPPLEMENT
dated as of September 18, 2009 (“Series Supplement”) between
HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company
established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A. (formerly known as the Bank of New York Trust
Company, N.A.), a national banking association, as trustee (together with its
successors in trust thereunder as provided in the Base Indenture referred to
below, the “Trustee”), and as securities intermediary (in such capacity,
the “Securities Intermediary”), to the Third Amended and Restated Base
Indenture, dated as of September 18, 2009, between HVF and the Trustee (as
amended, modified or supplemented from time to time, exclusive of Series Supplements,
the “Base Indenture”).


 


PRELIMINARY STATEMENT


 


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


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


DESIGNATION


 


There is hereby created a Series of
Notes to be issued pursuant to the Base Indenture and this Series Supplement
and such Series of Notes shall be designated as Series 2009-1 Rental
Car Asset Backed Notes.  On the Series 2009-1
Closing Date, one class of Series 2009-1 Variable Funding Rental Car Asset
Backed Notes shall be issued, and be referred to herein as the “Series 2009-1
Notes”.


 


The net proceeds from the
sale of the Series 2009-1 Notes shall be deposited in the Series 2009-1
Excess Collection Account and used to make payments in reduction of the
Principal Amount of other Series of Notes or paid to HVF and used to
acquire Eligible Vehicles from HGI pursuant to the Purchase Agreement or for
other purposes permitted under the Related Documents.


 


ARTICLE I


 


DEFINITIONS


 


(a)           All capitalized terms not otherwise defined herein shall
have the meanings assigned thereto in the Definitions List attached to the Base
Indenture as Schedule I thereto, as amended, modified, restated or
supplemented from time to time in accordance with the terms of the Base
Indenture or the Series 2009-1 Note Purchase Agreement; provided, however,
that to the extent any capitalized term used but not defined herein has a
meaning assigned to such term in both the Definitions List attached to the Base
Indenture as Schedule I thereto and the Series 2009-1 Note Purchase
Agreement, then the meaning given to such term in the Definitions List attached
to the Base Indenture as Schedule I shall apply.  For the avoidance of doubt, to the extent any
capitalized term defined herein also has a meaning assigned to such term in the



 





















 


Definitions List attached to the Base
Indenture, the meaning given to such term herein shall apply.  All Article, Section or Subsection
references herein shall refer to Articles, Sections or Subsections of the Base
Indenture, except as otherwise provided herein. 
Unless otherwise stated herein, as the context otherwise requires or if
such term is otherwise defined in the Base Indenture, each capitalized term
used or defined herein shall relate only to the Series 2009-1 Notes and not
to any other Series of Notes issued by HVF.  All references herein to the “Series 2009-1
Supplement” shall mean the Base Indenture, as supplemented hereby.


 


(b)           The following words and phrases shall have the following
meanings with respect to the Series 2009-1 Notes (whether such words and
phrases are used in this Series Supplement, the Base Indenture or any
other Related Document) and the definitions of such terms are applicable to the
singular as well as the plural form of such terms and to the masculine as well
as the feminine and neuter genders of such terms:


 


“Additional Series 2009-1
Notes” has the meaning specified in Section 5.1 of this Series Supplement.


 


“Adjusted
Aggregate Asset Amount” means, as of any day, the sum of (a) the
Aggregate Asset Amount and (b) the sum of (1) the amount of cash and
Permitted Investments on deposit in the Series 2009-1 Collection Account
and available for reduction of the Series 2009-1 Principal Amount and (2) the
amount of cash and Permitted Investments on deposit in the Series 2009-1 Excess Collection Account, in
each case, on such day.


 


“Administrative Agent”
has the meaning specified in the Series 2009-1 Note Purchase Agreement.


 


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


 


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


 


“Aggregate
Kia/Subaru/Hyundai Amount” means, as of any date of determination, the sum
of the Kia Amount, the Subaru Amount and the Hyundai Amount, in each case, as
of such date.


 


“Annualized Financing
Cost” means, with respect to any Series 2009-1 Interest Period, the
amounts payable pursuant to Sections 3.3(a)(i) and (ii) of
this Series Supplement with respect to such Series 2009-1 Interest
Period, expressed as an annual percent of the Series 2009-1 Principal
Amount.


 


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


 


2

















 


“Back-Up Administration
Agreement” means that certain Back-Up Administration Agreement dated as of September 18,
2009 by and among the Administrator, HVF and Lord Securities Corporation, as
back-up administrator (as the same may be amended, restated, modified or
supplemented from time to time in accordance with its terms), and any successor
agreement entered into with a successor back-up administrator in accordance
with the foregoing agreement, this Series Supplement and the Series 2009-1
Note Purchase Agreement.


 


“Back-Up Disposition
Agent Agreement” means that certain Back-Up Disposition Agent Agreement
dated as of September 18, 2009 by and among Fiserv Automotive Solutions, Inc.,
the Servicer and the Trustee (as the same may be amended, restated, modified or
supplemented from time to time in accordance with its terms), and any successor
agreement entered into with a successor back-up disposition agent in accordance
with the foregoing agreement, this Series Supplement and the Series 2009-1
Note Purchase Agreement.


 


“Bankrupt Manufacturer”
means, as of any day, each Manufacturer for which an Event of Bankruptcy
(determined without regard to the 60 day period in the case of clause (a) of
the definition of Event of Bankruptcy) has occurred; provided that any
such Manufacturer for which an Event of Bankruptcy has occurred shall cease to
constitute a Bankrupt Manufacturer when it has satisfied the Confirmation
Condition.


 


“Bankrupt Manufacturer
Vehicle Amount” means, as of any date of determination, an amount equal to
the sum of the Manufacturer Eligible Program Vehicle Amounts and the
Manufacturer Non-Eligible Vehicle Amounts for all Bankrupt Manufacturers as of
such date.


 


“Bankrupt Manufacturer
Vehicle Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Bankrupt Manufacturer
Vehicle Amount as of such date and the denominator of which is the excess of (A) the
Aggregate Asset Amount over (B) the amount of cash and Permitted
Investments on deposit in the Collection Account and the HVF Exchange Account,
in each case, as of such date.


 


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


 


“Capital Stock” means
any and all shares, interests, participations or other equivalents (however
designated) of capital stock of a corporation, any and all equivalent ownership
interests (including membership interests) in a Person (other than a
corporation) and any and all warrants or options to purchase any of the
foregoing.


 


“Capped Category 2
Manufacturer Program Vehicle Percentage” means, as of any date of
determination, the lesser of (i) the Category 2 Manufacturer Program
Vehicle Percentage as of such date and (ii) 10%.


 


3

















 


“Carlyle” means TC
Group LLC (which operates under the trade name The Carlyle Group).


 


“Carlyle Investors”
means the collective reference to (a) Carlyle Partners IV, L.P., a
Delaware limited partnership, (b) CEP II Participations S.àr.l., a
Luxembourg limited liability company, (c) CP IV Co-investment L.P., a
Delaware limited partnership, (d) CEP II U.S. Investments, L.P., a
Delaware limited partnership, and (e) any Affiliate of any thereof.


 


“Category 1 Manufacturer”
means, as of any date of determination, each Eligible Manufacturer who as of
such date (i) is not a Bankrupt Manufacturer and (ii) has a long-term
unsecured debt rating of at least “Baa2” from Moody’s; provided, that if
an Eligible Manufacturer does not have a rating from Moody’s, then the rating
of an affiliated entity specified by Moody’s shall apply for purposes of this
definition; provided, further, that if (a) the rating of a
Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by Moody’s
to a rating that would require the exclusion of such Manufacturer from this
definition and (b) prior to such withdrawal or downgrade, as the case may
be, such Manufacturer was a Category 1 Manufacturer, then for purposes of this
definition and each instance in which this definition is used in this Series Supplement,
such Manufacturer shall be deemed to be rated “Baa2” by Moody’s for a period of
thirty (30) days following the earlier of (i) the date on which any of the
Administrator, HVF or the Servicer obtains actual knowledge of such withdrawal
or downgrade and (ii) the date on which the Trustee or the Administrative
Agent notifies the Servicer of such withdrawal or downgrade.


 


“Category 1 Manufacturer
Eligible Program Vehicle Amount” means, as of any date of determination,
the sum of the Manufacturer Eligible Program Vehicle Amounts for all Category 1
Manufacturers as of such date.


 


“Category 1 Manufacturer
Eligible Program Vehicle Percentage” means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Category 1 Manufacturer Eligible Program Vehicle Amount as of such date
and the denominator of which is the excess of (A) the Aggregate Asset
Amount over (B) the amount of cash and Permitted Investments on deposit in
the Collection Account and the HVF Exchange Account, in each case, as of such
date.


 


“Category 1 Manufacturer
Non-Eligible Program Vehicle Amount” means, as of any date of determination,
the sum of the Manufacturer Non-Eligible Program Vehicle Amounts for all
Category 1 Manufacturers as of such date.


 


“Category 1 Manufacturer
Non-Eligible Program Vehicle Percentage” means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Category 1 Manufacturer Non-Eligible Program Vehicle Amount as of such
date and the denominator of which is the excess of (A) the Aggregate Asset
Amount over (B) the amount of cash and Permitted Investments on deposit in
the Collection Account and the HVF Exchange Account, in each case, as of such
date.


 


4

















 


“Category 2 Manufacturer”
means, as of any date of determination, each Eligible Manufacturer who as of
such date (i) is not a Bankrupt Manufacturer and (ii) has a long-term
unsecured debt rating of at least “Baa3” from Moody’s, but which does not have
a long-term unsecured debt rating of at least “Baa2” from Moody’s; provided
that if an Eligible Manufacturer does not have a rating from Moody’s, then the
rating of an affiliated entity specified by Moody’s shall apply for purposes of
this definition; provided, further, that if (a) (x) a
Manufacturer is downgraded by Moody’s to a rating that would require inclusion
of such Manufacturer in this definition and (y) prior to such downgrade,
as the case may be, such Manufacturer was a Category 1 Manufacturer, then for
purposes of this definition and each instance in which this definition is used
in this Series Supplement, such Manufacturer shall be deemed to be rated “Baa2”
by Moody’s for a period of thirty (30) days following the earlier of (i) the
date on which any of the Administrator, HVF or the Servicer obtains actual
knowledge of such downgrade and (ii) the date on which the Trustee or the
Administrative Agent notifies the Servicer of such downgrade or (b) (x) the
rating of a Manufacturer by Moody’s is withdrawn or a Manufacturer is
downgraded by Moody’s to a rating that would require the exclusion of such
Manufacturer from this definition and (y) prior to such withdrawal or
downgrade, as the case may be, such Manufacturer was a Category 2 Manufacturer,
then such Manufacturer shall be deemed to be rated “Baa3” by Moody’s for a
period of thirty (30) days following the earlier of (i) the date on which
any of the Administrator, HVF or the Servicer obtains actual knowledge of such
withdrawal or downgrade and (ii) the date on which the Trustee or the
Administrative Agent notifies the Servicer of such withdrawal or downgrade.


 


“Category 2 Manufacturer
Eligible Program Vehicle Amount” means, as of any date of determination,
the sum of the Manufacturer Eligible Program Vehicle Amounts for all Category 2
Manufacturers as of such date.


 


“Category 2 Manufacturer
Eligible Program Vehicle Percentage” means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Category 2 Manufacturer Eligible Program Vehicle Amount as of such date
and the denominator of which is the excess of (A) the Aggregate Asset
Amount over (B) the amount of cash and Permitted Investments on deposit in
the Collection Account and the HVF Exchange Account, in each case, as of such
date.


 


“Category 2 Manufacturer
Non-Eligible Program Vehicle Amount” means, as of any date of
determination, the sum of the Manufacturer Non-Eligible Program Vehicle Amounts
for all Category 2 Manufacturers as of such date.


 


“Category 2 Manufacturer
Non-Eligible Program Vehicle Percentage” means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Category 2 Manufacturer Non-Eligible Program Vehicle Amount as of such
date and the denominator of which is the excess of (A) the Aggregate Asset
Amount over (B) the amount of cash and Permitted Investments on deposit in
the Collection Account and the HVF Exchange Account, in each case, as of such
date.


 


5

















 


“Category 2 Manufacturer
Program Vehicle Percentage” means, as of any date of determination, the sum
of (i) the Category 2 Manufacturer Eligible Program Vehicle Percentage as
of such date and (ii) the Category 2 Manufacturer Non-Eligible Program
Vehicle Percentage as of such date.


 


“Category 3 Manufacturer”
means, as of any date of determination, each Eligible Manufacturer that as of
such date (i) is not a Bankrupt Manufacturer and (ii) does not have a
long-term unsecured debt rating of at least “Baa3” from Moody’s; provided
that if an Eligible Manufacturer does not have a rating from Moody’s, then the
rating of an affiliated entity specified by Moody’s shall apply for purposes of
this definition; provided, further, that if (a) the rating
of a Manufacturer by Moody’s is withdrawn or a Manufacturer is downgraded by
Moody’s to a rating that would require inclusion of such Manufacturer in this
definition and (b) prior to such withdrawal or downgrade, as the case may
be, such Manufacturer was a Category 1 Manufacturer or a Category 2
Manufacturer, then for purposes of this definition and each instance in which
this definition is used in this Series Supplement, such Manufacturer shall
be deemed to be rated “Baa3” by Moody’s for a period of thirty (30) days
following the earlier of (i) the date on which any of the Administrator,
HVF or the Servicer obtains actual knowledge of such withdrawal or downgrade
and (ii) the date on which the Trustee or the Administrative Agent
notifies the Servicer of such withdrawal or downgrade.


 


“CD&R” means
Clayton, Dubilier & Rice, Inc.


 


“CD&R Investors”  means
the collective reference to (i) Clayton, Dubilier & Rice Fund
VII, L.P., a Cayman Islands exempted limited partnership, (ii) CD&R
CCMG Co-Investor L.P., a Cayman Islands exempted limited partnership, (iii) CD&R
Parallel Fund VII, L.P., a Cayman Islands exempted limited partnership, and (iv) any
Affiliate of any thereof.


 


“Change of Control”  means
the occurrence of any of the following events:  (a) (i) (x) the
Permitted Holders shall in the aggregate be the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act) of (A) so long as
Investors is a Subsidiary of any Parent Entity, shares of Voting Stock having
less than 35% of the total voting power of all outstanding shares of such
Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent
Entity) and (B) if Investors is not a Subsidiary of any Parent Entity,
shares of Voting Stock having less than 35% of the total voting power of all
outstanding shares of Investors and (y) any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act),
other than one or more Permitted Holders, shall be the “beneficial owner” of (A) so
long as Investors is a Subsidiary of any Parent Entity, shares of Voting Stock
having more than 35% of the total voting power of all outstanding shares of
such Parent Entity (other than a Parent Entity that is a Subsidiary of another
Parent Entity) and (B) if Investors is not a Subsidiary of any Parent
Entity, shares of Voting Stock having more than 35% of the total voting power
of all outstanding shares of Investors or (ii) the Continuing Directors
shall cease to constitute a majority of the members of the board of directors
of Investors; (b) Investors shall cease to own, directly or indirectly,
100% of the Capital Stock of


 


6

















 


Hertz; (c) Investors shall cease to own,
directly or indirectly, 100% of the Capital Stock of HVF; or (d) Hertz
shall cease to directly own 100% of the Capital Stock of HVF.


 


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


 


“Committed Purchaser” means a special purpose
company or any other Person, including each Committed Note Purchaser, that has
committed to purchase a Series of Notes from HVF from time to time and
that may finance such purchases with, among other things, the proceeds of
commercial paper notes.


 


“Confirmation Condition”
means, with respect to a Manufacturer that is the subject of an Event of
Bankruptcy that is a proceeding under Chapter 11 of the Bankruptcy Code to
reorganize (the “Proceeding”), a condition that is satisfied upon entry
and during the effectiveness of an order by the bankruptcy court having
jurisdiction over the Proceeding approving (i) (A) assumption under Section 365
of the Bankruptcy Code by the Manufacturer, or trustee in bankruptcy on its
behalf, of its Manufacturer Program (and all related Assignment Agreements), (B) at
the time of such assumption, payment of all amounts due and payable by the
Manufacturer to HVF or any of its Affiliates under its Manufacturer Program,
and (C) all actions and payments necessary to cure all existing defaults
by the Manufacturer with respect to HVF or any of its Affiliates under the
Manufacturer Program to the date of effectiveness of such order, or (ii) (A) execution,
delivery and performance by the Manufacturer of (x) a new post-petition
Manufacturer Program under which HVF is an eligible fleet purchaser and having
substantially the same terms and covering Vehicles with substantially the same
characteristics as the Manufacturer Program in effect on the date the
Proceeding was commenced and (y) new Assignment Agreements effecting the
assignment of the benefits of such new Manufacturer Program from HVF to the
Collateral Agent acknowledged by such Manufacturer, (B) payment of all
amounts due and payable by such Manufacturer to HVF or any of its Affiliates
under the Manufacturer Program in effect on the date the Proceeding was
commenced at the time of the execution and delivery of the new post-petition
Manufacturer Program, and (C) all actions and payments necessary to cure
all existing defaults by the Manufacturer with respect to HVF or any of its
Affiliates under the Manufacturer Program in effect on the date the Proceeding
was commenced to the date of effectiveness of such order, and in each case
described in clause (i) or (ii) above, the actions and payments in
subclauses (B) and (C) of each such clause have been taken or made.


 


“Continuing Directors”
means the directors of Investors on the Series 2009-1 Closing Date
and each other director if, in each case, such other director’s nomination for
election to the board of directors of Investors is recommended by at least a
majority of the then Continuing Directors or the election of such other
director is approved by one or more Permitted Holders.


 


7














 


“Credit Support Annex” has the meaning
set forth in Section 3.12(b) of this Series Supplement.


 


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


 


“Demand Notice” has the meaning
specified in Section 3.5(b)(iii) of this Series Supplement.


 


“Eligible Interest Rate Cap Provider”
means a counterparty to a Series 2009-1 Interest Rate Cap that is a bank,
other financial institution or Person which satisfies the Moody’s First Trigger
Required Ratings and/or the Moody’s Second Trigger Required Ratings (or whose
present and future obligations under its Series 2009-1 Interest Rate Cap
are guaranteed pursuant to a guarantee (in form and substance satisfactory to
the Rating Agencies and satisfying the other requirements set forth in the related
Series 2009-1 Interest Rate Cap) provided by a guarantor which satisfies
the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger
Required Ratings).


 


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


 


8

















 


incentives payable to HVF
under a Manufacturer Program by an Eligible Program Manufacturer in respect of
the sale of such Vehicles outside of the related Manufacturer Program as of
such date, plus (vii) if such date is during the period from and
including a Determination Date to but excluding the next Payment Date, accrued
and unpaid Monthly Base Rent payable on the next Payment Date with respect to
all Eligible Vehicles that are Eligible Program Vehicles as of such date and
that have not been turned in to and accepted by the Manufacturer thereof
pursuant to its Manufacturer Program, not been delivered and accepted for
Auction pursuant to a Manufacturer Program and not otherwise been sold or
deemed to be sold under the Related Documents.


 


“Equity Investors”
means the collective reference to (a) the CD&R Investors, the
Carlyle Investors and the Merrill Lynch Investors and (b) any Person that
acquired Voting Stock of Holdings on or prior to December 21, 2005, and
any Affiliate of such Person.


 


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


 


“Estimated Interest Adjustment Amount”
means, with respect to any Determination Date, the result (whether a positive
or negative number) of (i) the actual amount of Series 2009-1 Monthly
Interest that accrued during the Estimated Interest Period which commenced on
the immediately preceding Determination Date minus (ii) the Estimated
Interest with respect to such Estimated Interest Period.


 


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


 


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


 


“Eurodollar Rate” has the meaning set
forth in the Series 2009-1 Note Purchase Agreement.


 


“Eurodollar Rate (Reserve Adjusted)”
has the meaning set forth in the Series 2009-1 Note Purchase Agreement.


 


“Excluded Redesignated
Vehicle” means each Vehicle manufactured by a Manufacturer with respect to
which an Event of Bankruptcy has occurred that becomes a Redesignated Vehicle
prior to the Inclusion Date for such Vehicle, as of and from the date such
Vehicle becomes a Redesignated Vehicle to and until the Inclusion Date for such
Vehicle.


 


“Existing Series of Notes” means
the Series 2005-1 Notes and the Series 2005-2 Notes.


 


“Existing Series Supplement”
means each of the Series 2005-1 Supplement and  the Series 2005-2 Supplement.


 


9

















 


“Expected Final Payment Date” means January 25,
2012.


 


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


 


“First Level Ratings Event” means, as
of any date of determination, with respect to the Series 2009-1 Notes, the
Series 2009-1 Notes shall not have explicit public ratings of at least “Aa3”
by Moody’s for a period in excess of thirty (30) consecutive days so long as no
Second Level Ratings Event or Third Level Ratings Event shall have occurred and
be continuing.


 


“Fleet Equity Amount”
has the meaning specified in the Ford Letter of Credit Facility Agreement.


 


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


 


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


 


“Ford Letter of Credit
Facility Agreement” means that certain Letter of Credit Facility Agreement,
dated as of December 21, 2005, by and among Hertz, HVF and Ford.


 


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


 


“Holdings” means
Hertz Global Holdings, Inc.


 


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


 


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


 


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


 


“Hyundai Amount” means, as of any date
of determination, an amount equal to the sum of the Manufacturer Non-Eligible
Vehicle Amount and the


 


10

















 


Manufacturer Eligible
Program Vehicle Amount, in each case, with respect to Hyundai as of such date.


 


“Inclusion Date” means, with respect
to any Vehicle manufactured by a Manufacturer with respect to which an Event of
Bankruptcy has occurred, the date that is 30 days after the earlier of (i) the
date such Vehicle became a Redesignated Vehicle and (ii) the date upon
which such Event of Bankruptcy with respect to the Manufacturer of such Vehicle
first occurred.


 


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


 


“Indenture Carrying Charges” means, as
of any day, any fees or other costs, fees and expenses and indemnity amounts,
if any, payable by HVF to the Trustee, the Administrator, the Intermediary under
the Master Exchange Agreement, the Administrative Agent, the Series 2009-1
Noteholders under the Series 2009-1 Note Purchase Agreement (other than
any Program Fee or any Undrawn Fee) or the Nominee under the Indenture or the
Related Documents plus any other operating expenses of HVF then payable by HVF.


 


“Ineligible Receivable Manufacturer
Receivable Amount” means, as of any date of determination, with respect to
each Ineligible Receivable Manufacturer, an amount equal to the sum (without
duplication) of the following amounts to the extent that such amounts are
included in clauses (i) through (x) of the definition
of Aggregate Asset Amount for such date: 
(a) the aggregate amount of Manufacturer Receivables (other than
Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master
Exchange Agreement, in each case, as of such date by such Ineligible Receivable
Manufacturer with respect to Vehicles that are Eligible Vehicles and Eligible
Program Vehicles when turned in to and accepted by such Ineligible Receivable
Manufacturer or delivered and accepted for Auction, plus (b) the
aggregate amount of Manufacturer Receivables (other than Excluded Payments)
payable to HVF or to the  Intermediary
pursuant to the Master Exchange Agreement, in each case, as of such date by
such Ineligible Receivable Manufacturers with respect to Vehicles that were
Eligible Vehicles but not Eligible Program Vehicles when turned in to and
accepted by such Ineligible Receivable Manufacturer or delivered and accepted
for Auction; provided, that the definition of “Ineligible Receivable
Manufacturer Receivable Amount” may be amended by HVF with the consent of the
Funding Agents, subject to satisfaction of the Rating Agency Condition with
respect to such amendment; provided further that any Ineligible
Receivable Manufacturer may be excluded from this definition by HVF with the
consent of the Funding Agents, subject to satisfaction of the Rating Agency
Condition with respect to such exclusion.


 


“Ineligible Receivable Manufacturer”
means a Manufacturer that is a Category 2 Manufacturer, a Category 3
Manufacturer or a Bankrupt Manufacturer.


 


“Insurer Related Amortization Event”
means, with respect to the applicable Series of Notes, those certain
Amortization Events described in clauses (j) and 


 


11

















 


(k) of Article III
of the Series 2005-1 Supplement and clauses (j) and (k) of Article III
of the Series 2005-2 Supplement (or, in the event of any amendments or
modifications to the Series 2005-1 Supplement or the Series 2005-2
Supplement on any date after the Series 2009-1 Closing Date, any
corresponding clauses on and after the date of such amendment).


 


“Interest Rate Cap Provider” means HVF’s
counterparty under a Series 2009-1 Interest Rate Cap.


 


“Investors” means
Hertz Investors, Inc.


 


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


 


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


 


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


 


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


 


“Legal Final Payment Date” means the
one-year anniversary of the Expected Final Payment Date.


 


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


 


“Limited Liquidation Event of Default”
means, so long as such event or condition continues, (a) any event or
condition of the type specified in Section 9.1(c) of the Base
Indenture or clauses (a), (c), (d), (g), (h),
(i), (j), (k), (n), (o), (p), (t),
(u), (v) or (w) of Article IV of
this Series Supplement that continues for thirty (30) days (without double
counting the cure period, if any, provided therein), (b) any event or
condition of the type specified in clause (q) of Article IV
of this Series Supplement if and when the applicable Amortization Event
under the related Existing Series Supplement constitutes a Limited
Liquidation Event of Default (as defined in the related Existing Series Supplement)
with respect to such Existing Series of Notes and Noteholders under such
Existing Series of Notes have directed the Trustee to commence (either
through its agents or otherwise) or cause the commencement of the liquidation
or other disposition of any HVF Vehicles as a result of such Limited
Liquidation Event of Default or (c) any event or condition of the type
specified in clauses (b),  (e),
or (f) of Article IV of this Series Supplement.


 


12

















 


“Management Investors”
means the collective reference to the officers, directors, employees and
other members of the management of Investors, Hertz or any of their
Subsidiaries, or family members or relatives thereof or trusts for the benefit
of any of the foregoing, who at any particular date shall beneficially own or
have the right to acquire, directly or indirectly, common stock of Investors or
any Parent Entity.


 


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


 


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


 


13

















 


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


 


“Manufacturer Non-Eligible Program Vehicle
Amount” means, as of any date of determination, with respect to any
Manufacturer, an amount equal to the portion of the Manufacturer Non-Eligible
Vehicle Amount for such Manufacturer as of such date allocable to or arising
from Non-Eligible Program Vehicles.


 


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


 


14

















 


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


 


“Maximum Investor Group Principal Amount”
has the meaning set forth in the Series 2009-1 Note Purchase Agreement.


 


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


 


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


 


“Merrill Lynch Investors”
means the collective reference to (i) ML Global Private Equity Fund, L.P.,
a Cayman Islands exempted limited partnership, (ii) Merrill Lynch Ventures
L.P. 2001, a Delaware limited partnership, (iii) CMC-Hertz Partners, L.P.,
a Delaware limited partnership, (iv) ML Hertz Co-Investor, L.P., a
Delaware limited partnership, and (v) any Affiliate of any thereof.


 


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


 


“MLGP” means Merrill
Lynch Global Partners, Inc.


 


“Moody’s First Trigger Required Ratings”
means, with respect to any entity, rating requirements which are satisfied
where (i) if such entity has a short-term, unsecured and unsubordinated
debt obligation rating by Moody’s, such rating is “Prime-1” and its long-term
senior unsecured debt, deposit, claims paying or credit (as the case may be)
rating is “A2” or above by Moody’s or (ii) if such entity does not have a
short-term, unsecured and unsubordinated debt obligation rating by Moody’s, its
long-term senior unsecured debt, deposit, claims paying or credit (as the case
may be) rating is “A1” or above by Moody’s.


 


“Moody’s Second Trigger Required Ratings”
means, with respect to any entity, rating requirements which are satisfied
where (i) if such entity has a short-term, unsecured and unsubordinated
debt obligation rating by Moody’s, such rating is “Prime-2” or above and its
long-term senior unsecured debt, deposit, claims paying or credit (as the case
may be) rating is “A3” or above by Moody’s or (ii) if such entity does not
have a short-term, unsecured and unsubordinated debt obligation rating by Moody’s,
its long-


 


15

















 


term senior unsecured debt,
deposit, claims paying or credit (as the case may be) rating is “A3” or above
by Moody’s.


 


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


 


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


 


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


 


“Non-Eligible Vehicle Amount” means,
as of any date of determination, an amount equal to the sum, rounded to the
nearest $100,000, of the following amounts to


 


16

















 


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


 


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


 


“Non-Investment Grade Manufacturer Program
Vehicle Amount” means, as of any date of determination, the sum of the
Manufacturer Eligible Program Vehicle


 


17

















 


Amounts and the Manufacturer
Non-Eligible Program Vehicle Amounts for all Non-Investment Grade Manufacturers
as of such date.


 


“Non-Program Fleet Market Value”
means, with respect to all Non-Program Vehicles (excluding any Excluded
Redesignated Vehicles) as of any date of determination, the sum of the
respective Third-Party Market Values of each such Non-Program Vehicle.


 


“Non-Program Vehicle Amount” means, as
of any date of determination, an amount equal to the portion of the
Non-Eligible Vehicle Amount as of such date allocable to or arising from
Non-Program Vehicles.


 


“Non-Program Vehicle Measurement Month
Average” means, with respect to any Measurement Month, the lesser of (a) the
percentage equivalent of a fraction, the numerator of which is the aggregate
amounts of Disposition Proceeds paid or payable in respect of all Non-Program
Vehicles (other than any Non-Program Vehicles that are returned to a
Manufacturer pursuant to a Manufacturer Program in accordance with Section 2.5(b) of
the HVF Lease) that are sold to third parties, at auction or otherwise
(excluding salvage sales), during such Measurement Month and the two
Measurement Months preceding such Measurement Month and the denominator of
which is the aggregate Net Book Values of such Non-Program Vehicles on the dates
of their respective sales and (b) 100%.


 


“Non-Program Vehicle Percentage”
means, as of any date of determination, the percentage equivalent of a
fraction, the numerator of which is the Non-Program Vehicle Amount as of such
date and the denominator of which is the excess of (A) the Aggregate Asset
Amount over (B) the amount of cash and Permitted Investments on deposit in
the Collection Account and the HVF Exchange Account, in each case, as of such
date.


 


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


 


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


 


“Outstanding” means with respect to
the Series 2009-1 Notes, all Series 2009-1 Notes theretofore
authenticated and delivered under the Indenture, except (a) Series 2009-1
Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2009-1
Notes which have not been presented for payment but funds for the payment of
which are on deposit in the Series 2009-1 Distribution Account and are
available for payment of such Series 2009-1 Notes, and Series 2009-1
Notes which are considered paid pursuant to Section 8.1 of the Base
Indenture, or (c) Series 2009-1 Notes in exchange for or in lieu of
other Series 2009-1 Notes which have been authenticated


 


18














 


and delivered pursuant to
the Indenture unless proof satisfactory to the Trustee is presented that any
such Series 2009-1 Notes are held by a purchaser for value.


 


“Parent Entity” means any
of Holdings and any other Person that is a Subsidiary of Holdings and of which
Investors is a subsidiary.


 


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


 


“Permitted Holders” means,
(a) any of the Equity Investors, Management Investors, CD&R, Carlyle,
MLGP and any of their respective Affiliates; (b) any investment fund or
vehicle managed, sponsored or advised by CD&R, Carlyle, MLGP or any
Affiliate thereof, and any Affiliate of or successor to any such investment
fund or vehicle; (c) any limited or general partners of, or other
investors in, any CD&R Investor, Carlyle Investor or Merrill Lynch Investor
or any Affiliate thereof, or any such investment fund or vehicle and (d) any
Person acting in the capacity of an underwriter in connection with a public or
private offering of Capital Stock of Investors or any Parent Entity.


 


“Preference Amount” means any amount
previously paid by Hertz pursuant to the Series 2009-1 Demand Note and
distributed to the Series 2009-1 Noteholders in respect of amounts owing
under the Series 2009-1 Notes that is recoverable or that has been
recovered as a voidable preference by the trustee in a bankruptcy proceeding of
Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable
order of a court having competent jurisdiction.


 


“Principal Amount” means, with respect
to the Series 2009-1 Notes, the Series 2009-1 Principal Amount.


 


“Principal Deficit Amount” means, on
any date of determination, the excess, if any, of (a) the Series 2009-1
Adjusted Principal Amount on such date over (b) the Series 2009-1
Asset Amount on such date; provided, however, the Principal Deficit
Amount on any date that is prior to the Legal Final Payment Date occurring
during the period commencing on and including the date of the filing by Hertz
of a petition for relief under Chapter 11 of the Bankruptcy Code to but
excluding the date on which Hertz shall have resumed making all payments of
Monthly Variable Rent required to be made under the HVF Lease, shall mean the
excess, if any, of (x) the Series 2009-1 Adjusted Principal Amount on
such date over (y) the sum of (1) the Series 2009-1 Asset Amount
on such date and (2) the lesser of (a) the Series 2009-1
Liquidity Amount on such date and (b) the Series 2009-1 Required
Liquidity Amount on such date.


 


“Pro Rata Share” means, with respect
to any Series 2009-1 Letter of Credit Provider, as of any date, the
fraction (expressed as a percentage) obtained by dividing (A) the
available amount under such Series 2009-1 Letter of Credit Provider’s Series 2009-1
Letter of Credit as of such date by (B) an amount equal to the aggregate
available amount under all Series 2009-1 Letters of Credit as of such
date; provided, that only for purposes of calculating the Pro Rata Share
with respect to any Series 2009-1 


 


19

















 


Letter of Credit Provider as
of any date, if such Series 2009-1 Letter of Credit Provider has not
complied with its obligation to pay the Trustee the amount of any draw under
its Series 2009-1 Letter of Credit made prior to such date, the available
amount under such Series 2009-1 Letter of Credit Provider’s Series 2009-1
Letter of Credit as of such date shall be treated as reduced (for calculation
purposes only) by the amount of such unpaid demand and shall not be reinstated
for purposes of such calculation unless and until the date as of which such Series 2009-1
Letter of Credit Provider has paid such amount to the Trustee and been
reimbursed by the Lessee for such amount (provided that the foregoing
calculation shall not in any manner reduce a Series 2009-1 Letter of
Credit Provider’s actual liability in respect of any failure to pay any demand
under its Series 2009-1 Letter of Credit).


 


“Rating” means the rating of the Series 2009-1
Notes by Moody’s.


 


“Rating Agencies” means, with respect
to the Series 2009-1 Notes, Moody’s  and any other
nationally recognized rating agency rating the Series 2009-1 Notes at the
request of HVF.


 


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


 


“Redesignated Vehicle” means any
Program Vehicle manufactured by a Manufacturer with respect to which an Event
of Bankruptcy has occurred which has been redesignated as a Non-Program Vehicle
pursuant to Section 18(b) of the HVF Lease in accordance with Section 2.6
thereof; provided that for the avoidance of doubt, if a Redesignated
Vehicle is subsequently redesignated as a Program Vehicle pursuant to Section 2.6
of the HVF Lease, such Vehicle shall no longer constitute a Redesignated
Vehicle following such subsequent redesignation.


 


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


 


“Required Minimum Fleet Equity Amount”
has the meaning specified in the Ford Letter of Credit Facility Agreement.


 


“Required Noteholders” means, with
respect to the Series 2009-1 Notes, Series 2009-1 Noteholders holding
more than  50% of the Series 2009-1
Principal Amount (excluding any Series 2009-1 Notes held by HVF or any
Affiliate of HVF (other than Series 2009-1 Notes held by an Affiliate
Issuer if such Affiliate Issuer has assigned all voting, consent and control
rights associated with such Series 2009-1 Notes to Persons that are not
Affiliates of HVF)).


 


“Required Ratings” means, with respect
to the Series 2009-1 Notes, explicit public ratings of at least “Aa2” by
Moody’s.


 


“Second Level Ratings Event” means, as
of any date of determination, with respect to the Series 2009-1 Notes, the
Series 2009-1 Notes shall not have explicit public ratings of at least “A3”
by Moody’s for a period in excess of thirty (30) 


 


20

















 


consecutive days so long as
no Third Level Ratings Event shall have occurred and be continuing.


 


“Senior Credit Facilities” means the Hertz’s (a) senior
secured asset based revolving loan facility, provided under a credit agreement,
dated as of December 21, 2005, among Hertz Equipment Rental Corporation,
Hertz together with certain of the Hertz’s subsidiaries, as borrower, the
several banks and financial institutions from time to time party thereto, as
lenders, Deutsche Bank AG, New York Branch, as administrative agent and
collateral agent, Lehman Commercial Paper Inc., as syndication agent, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as sole documentation agent, and the other financial institutions
party thereto from time to time (as it may be amended, amended and restated,
supplemented or otherwise modified (including as amended by that certain
Amendment to Credit Agreement, dated as of June 30, 2006, that certain
Second Amendment to Credit Agreement, dated as of February 15, 2007, that
certain Third Amendment to Credit Agreement, dated as of May 23, 2007 and
that certain Fourth Amendment to Credit Agreement, dated as of September 30,
2007)), (b) senior secured term loan facility, provided under a credit
agreement, dated as of December 21, 2005, among Hertz together with
certain of the Hertz’s subsidiaries, as borrower, the several banks and
financial institutions from time to time party thereto, as lenders, Deutsche
Bank AG, New York Branch, as administrative agent and collateral agent, Lehman
Commercial Paper Inc., as syndication agent, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole
documentation agent, and the other financial institutions party thereto from
time to time (as it may be amended, amended and restated, supplemented or
otherwise modified (including as amended by that certain Amendment to Credit
Agreement, dated as of June 30, 2006, that certain Second Amendment to
Credit Agreement, dated as of February 9, 2007 and that certain Third
Amendment to Credit Agreement, dated as of May 23, 2007)) and (c) any
successor or replacement credit facility to the senior secured asset based
revolving loan facility or senior secured term loan facility described in
clauses (a) and (b)).


 


“Series 2005-1
Notes” means the medium term asset-backed notes issued pursuant to the Series 2005-1
Supplement.


 


“Series 2005-2
Notes” means the medium term asset-backed notes issued pursuant to the Series 2005-2
Supplement.


 


“Series 2005-3
Notes” means the variable funding asset-backed notes issued pursuant to the
Series 2005-3 Supplement.


 


“Series 2005-4
Notes” means the variable funding asset-backed notes issued pursuant to the
Series 2005-4 Supplement.


 


“Series 2005-1 Supplement”
means that certain Amended and Restated Series Supplement to the Base
Indenture, dated as of August 1, 2006,
as amended by Amendment No. 1 thereto, dated as of October 24, 2007 (as
further amended, modified, restated or supplemented from time to time in
accordance with the terms thereof), by and 


 


21

















 


between HVF and the Trustee,
relating to, among other things, the issuance by HVF of its Series 2005-1
Notes.


 


“Series 2005-2 Supplement”
means that certain Amended and Restated Series Supplement to the Base
Indenture, dated as of August 1, 2006,
as amended by Amendment No. 1 thereto, dated as of October 24, 2007 (as
further amended, modified, restated or supplemented from time to time in
accordance with the terms thereof), by and between HVF and the Trustee,
relating to, among other things, the issuance by HVF of its Series 2005-2
Notes.


 


“Series 2005-3 Supplement”
means that certain Amended and Restated Series Supplement to the Base
Indenture, dated as of August 1, 2006,
as amended by Amendment No. 1 thereto, dated as of October 24, 2007 (as
further amended, modified, restated or supplemented from time to time in
accordance with the terms thereof), by and between HVF and the Trustee,
relating to, among other things, the issuance by HVF of its Series 2005-3
Notes.


 


“Series 2005-4 Supplement”
means that certain Amended and Restated Series Supplement to the Base
Indenture, dated as of August 1, 2006,
as amended by Amendment No. 1 thereto, dated as of October 24,
2007  (as further amended,
modified, restated or supplemented from time to time in accordance with the
terms thereof), by and between HVF and the Trustee, relating to, among other
things, the issuance by HVF of its Series 2005-4 Notes.


 


“Series 2009-1 Accrued Amounts”
means, on any date of determination, the sum of (i) accrued and unpaid
interest on the Series 2009-1 Notes as of such date (including any accrued
and unpaid Program Fee and Undrawn Fee), (ii) the Indenture Carrying
Charges due and payable to the Series 2009-1 Noteholders on the next
succeeding Payment Date and (iii) the product of (x) the Series 2009-1
Percentage as of such date of determination and (y) the Indenture Carrying
Charges not included in clause (ii) above.


 


“Series 2009-1 Accrued Interest
Account” has the meaning specified in Section 3.1(a) of
this Series Supplement.


 


“Series 2009-1 Adjusted Enhancement
Amount” means, the Series 2009-1 Enhancement Amount, excluding from
the calculation thereof the amount available to be drawn under any Series 2009-1
Letter of Credit if at the time of such calculation (A) such Series 2009-1
Letter of Credit shall not be in full force and effect, (B) an Event of
Bankruptcy shall have occurred with respect to the Series 2009-1 Letter of
Credit Provider of such Series 2009-1 Letter of Credit, (C) such Series 2009-1
Letter of Credit Provider shall have repudiated such Series 2009-1 Letter
of Credit or failed to honor a draw thereon made in accordance with the terms
thereof or (D) a Series 2009-1 Downgrade Event shall have occurred
and be continuing for at least 30 days with respect to the Series 2009-1
Letter of Credit Provider of such Series 2009-1 Letter of Credit.


 


22

















 


“Series 2009-1 Adjusted Liquidity
Amount” means, the Series 2009-1 Liquidity Amount, excluding from the
calculation thereof the amount available to be drawn under any Series 2009-1
Letter of Credit if at the time of such calculation (A) such Series 2009-1
Letter of Credit shall not be in full force and effect, (B) an Event of
Bankruptcy shall have occurred with respect to the Series 2009-1 Letter of
Credit Provider of such Series 2009-1 Letter of Credit, (C) such Series 2009-1
Letter of Credit Provider shall have repudiated such Series 2009-1 Letter
of Credit or failed to honor a draw thereon made in accordance with the terms
thereof or (D) a Series 2009-1 Downgrade Event shall have occurred
and be continuing for at least 30 days with respect to the Series 2009-1
Letter of Credit Provider of such Series 2009-1 Letter of Credit.


 


“Series 2009-1 Adjusted Principal
Amount” means, as of any date of determination, the excess, if any, of (A) the
Series 2009-1 Principal Amount as of such date over (B) the sum of (1) the
amount of cash and Permitted Investments on deposit in the Series 2009-1
Excess Collection Account and (2) the amount of cash and Permitted
Investments on deposit in the Series 2009-1 Collection Account and
available for reduction of the Series 2009-1 Principal Amount, in each
case, as of such date.


 


“Series 2009-1 Asset Amount”
means, as of any date of determination, the product of (i) the Series 2009-1
Asset Percentage as of such date and (ii) the Aggregate Asset Amount as of
such date.


 


“Series 2009-1 Asset Percentage”
means, as of any date of determination, the percentage equivalent of a
fraction, the numerator of which shall be equal to the Series 2009-1
Required Asset Amount, determined during the Series 2009-1 Revolving
Period or the Series 2009-1 Controlled Amortization Period as of the last
day of the immediately preceding Related Month (or, until the end of the
initial Related Month after the Series 2009-1 Closing Date, on the Series 2009-1
Closing Date), or, during the Series 2009-1 Rapid Amortization Period, as
of the last day of the Series 2009-1 Revolving Period, and the denominator
of which shall be the greater of (I) the Aggregate Asset Amount as of the
end of the immediately preceding Related Month or, until the end of the initial
Related Month after the Series 2009-1 Closing Date, as of the Series 2009-1
Closing Date and (II) as of the same date as in clause (I),
the Aggregate Required Asset Amount.


 


“Series 2009-1 Available Cash
Collateral Account Amount” means, as of any date of determination, the
amount on deposit in the Series 2009-1 Cash Collateral Account (after
giving effect to any deposits thereto and withdrawals and releases therefrom on
such date).


 


“Series 2009-1 Available Reserve
Account Amount” means, as of any date of determination, the amount on
deposit in the Series 2009-1 Reserve Account.


 


“Series 2009-1 Base Rate Tranche”
means that portion of the Series 2009-1 Principal Amount purchased or
maintained with Series 2009-1 Advances which bear interest by reference to
the Series 2009-1 Base Rate.


 


23

















 


“Series 2009-1 Capped Excess
Non-Investment Grade Manufacturer Program Vehicle Amount” means, as of any
day, an amount equal to 55.75% of the Adjusted Aggregate Asset Amount, on such
day.


 


“Series 2009-1 Cash Collateral
Account” has the meaning specified in Section 3.9(f) of
this Series Supplement.


 


“Series 2009-1 Cash Collateral
Account Collateral” has the meaning specified in Section 3.9(a) of
this Series Supplement.


 


“Series 2009-1 Cash Collateral
Account Interest and Earnings” means with respect to a Series 2009-1
Cash Collateral Account all interest and earnings (net of losses and investment
expenses) paid on funds on deposit in such Series 2009-1 Cash Collateral
Account.


 


“Series 2009-1 Cash Collateral
Account Surplus” means, with respect to any Payment Date, the lesser of (a) the
Series 2009-1 Available Cash Collateral Account Amount and (b) the
lesser of (i) the excess, if any, of the Series 2009-1 Adjusted
Enhancement Amount (after giving effect to any withdrawal from the Series 2009-1
Reserve Account on such Payment Date) over the Series 2009-1 Required
Enhancement Amount on such Payment Date and (ii) the excess, if any, of
the Series 2009-1 Adjusted Liquidity Amount over the Series 2009-1
Required Liquidity Amount on such Payment Date.


 


“Series 2009-1 Cash Collateral
Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2009-1
Available Cash Collateral Account Amount as of such date and the denominator of
which is the Series 2009-1 Letter of Credit Liquidity Amount as of such
date.


 


“Series 2009-1 Certificate of Credit
Demand” means a certificate in the form of Annex A to a Series 2009-1
Letter of Credit.


 


“Series 2009-1 Certificate of
Preference Payment Demand” means a certificate in the form of Annex C to a Series 2009-1
Letter of Credit.


 


“Series 2009-1 Certificate of
Termination Demand” means a certificate in the form of Annex D to a Series 2009-1
Letter of Credit.


 


“Series 2009-1 Certificate of Unpaid
Demand Note Demand” means a certificate in the form of Annex B to Series 2009-1
Letter of Credit.


 


“Series 2009-1 Closing Date”
means September 18, 2009.


 


“Series 2009-1 Collateral” means
the Collateral, the Series 2009-1 Interest Rate Caps, each Series 2009-1
Letter of Credit, the Series 2009-1 Series Account Collateral, the Series 2009-1
Cash Collateral Account Collateral, the Series 2009-1 


 


24

















 


Demand Note, the Series 2009-1
Distribution Account Collateral and the Series 2009-1 Reserve Account
Collateral.


 


“Series 2009-1 Collection Account”
has the meaning specified in Section 3.1(a) of this Series Supplement.


 


“Series 2009-1 Commercial Paper”
means the promissory notes of each Series 2009-1 Noteholder issued by such
Series 2009-1 Noteholder in the commercial paper market and allocated to
the funding of Series 2009-1 Advances in respect of the Series 2009-1
Notes.


 


“Series 2009-1 Controlled Amortization
Amount” means, with respect to each Series 2009-1 Controlled
Amortization Payment Date, the lesser of (i) the result of (a) one
third of the Series 2009-1 Outstanding Principal Amount as of the date of
the commencement of the Series 2009-1 Controlled Amortization Period minus
(b) the aggregate amount of any Voluntary Decreases effected pursuant to Section 2.2(b) of
this Series Supplement and paid to the Series 2009-1 Noteholders
pursuant to Section 3.5(e) of this Series Supplement during the Series 2009-1
Controlled Amortization Payment Period ending on such Series 2009-1
Controlled Amortization Payment Date and (ii) the Series 2009-1
Principal Amount.


 


“Series 2009-1 Controlled
Amortization Payment Date” means each of the Payment Dates occurring in November and
December 2011 and January 2012.


 


“Series 2009-1 Controlled
Amortization Payment Period” means, with respect to any Series 2009-1
Controlled Amortization Payment Date, the period from but excluding the
Determination Date immediately preceding the prior Series 2009-1
Controlled Amortization Payment Date (or, in the case of the first Series 2009-1
Controlled Amortization Payment Date, the period from and excluding the October 25,
2011 Payment Date) to but including the Determination Date immediately preceding
such Series 2009-1 Controlled Amortization Payment Date; provided that any
Monthly Base Rent paid by the Lessee under the HVF Lease on a Series 2009-1
Controlled Amortization Payment Date shall be deemed to have been received
during the Series 2009-1 Controlled Amortization Payment Period with
respect to such Series 2009-1 Controlled Amortization Payment Date.


 


“Series 2009-1 Controlled
Amortization Period” means the period commencing on October 26, 2011
(or, if such day is not a Business Day, the Business Day immediately preceding
such day) and continuing to the earlier of (i) the commencement of the Series 2009-1
Rapid Amortization Period, and (ii) the date on which the Series 2009-1
Notes are paid in full.


 


“Series 2009-1 CP Tranche” means
that portion of the Series 2009-1 Principal Amount purchased or maintained
with Series 2009-1 Advances which bear interest by reference to the CP
Rate.


 


“Series 2009-1 Daily Interest Amount”
means, for any day in a Series 2009-1 Interest Period, an amount equal to
the result of (a) the product of (i) the Series 


 


25

















 


2009-1 Note Rate for such Series 2009-1
Interest Period and (ii) the Series 2009-1 Principal Amount as of the
close of business on such date divided by (b) 360.


 


“Series 2009-1 Deficiency Amount”
has the meaning specified in Section 3.3(e) of this Series Supplement.


 


“Series 2009-1 Demand Note” means
each demand note made by Hertz, substantially in the form of Exhibit G-2
to this Series Supplement, as amended, modified or restated from time to
time in accordance with its terms and the terms of this Series Supplement.


 


“Series 2009-1 Demand Note Payment
Amount” means, as of any date of determination, the excess, if any, of (a) the
aggregate amount of all proceeds of demands made on the Series 2009-1
Demand Note that were deposited into the Series 2009-1 Distribution
Account and paid to the Series 2009-1 Noteholders during the one year
period ending on such date of determination over (b) the amount of any Preference
Amount relating to such proceeds that has been repaid to HVF (or any payee of
HVF) with the proceeds of any Series 2009-1 LOC Preference Payment
Disbursement (or any withdrawal from any Series 2009-1 Cash Collateral
Account); provided, however, that if an Event of Bankruptcy (or
the occurrence of an event described in clause (a) of the
definition thereof, without the lapse of a period of 60 consecutive days) with
respect to Hertz shall have occurred on or before such date of determination,
the Series 2009-1 Demand Note Payment Amount shall equal (i) on any
date of determination until the conclusion or dismissal of the proceedings
giving rise to such Event of Bankruptcy without continuing jurisdiction by the
court in such proceedings (or on any earlier date upon which the statute of
limitations in respect of avoidance actions in such proceedings has run or when
such actions otherwise become unavailable to the bankruptcy estate), the Series 2009-1
Demand Note Payment Amount as if it were calculated as of the date of the
occurrence of such Event of Bankruptcy and (ii) on any date of
determination thereafter, $0.


 


“Series 2009-1 Deposit Date” has
the meaning specified in Section 3.2 of this Series Supplement.


 


“Series 2009-1 Designated Account”
has the meaning specified in Section 3.11(a) of this Series Supplement.


 


“Series 2009-1 Disbursement”
shall mean any Series 2009-1 LOC Credit Disbursement, any Series 2009-1
LOC Preference Payment Disbursement, any Series 2009-1 LOC Termination
Disbursement or any Series 2009-1 LOC Unpaid Demand Note Disbursement
under the Series 2009-1 Letters of Credit or any combination thereof, as
the context may require.


 


“Series 2009-1 Distribution Account”
has the meaning specified in Section 3.10(a) of this Series Supplement.


 


“Series 2009-1 Distribution Account
Collateral” has the meaning specified in Section 3.10(d) of
this Series Supplement.


 


26

















 


“Series 2009-1 Downgrade Event”
has the meaning specified in Section 3.9(c) of this Series Supplement.


 


“Series 2009-1 Eligible Letter of
Credit Provider” means a Person having, at the time of the issuance of the
related Series 2009-1 Letter of Credit, a long-term senior unsecured debt
rating (or the equivalent thereof in the case of Moody’s or Standard &
Poor’s, as applicable) of at least “A1” from Moody’s and at least “A” from
Standard & Poor’s and a short-term senior unsecured debt rating (or
the equivalent thereof in the case of Moody’s or Standard & Poor’s, as
applicable) of at least “P-1” from Moody’s and at least “A-1” from Standard &
Poor’s.


 


“Series 2009-1 Enhancement Amount”
means, as of any date of determination, the sum of (i) the Series 2009-1
Overcollateralization Amount as of such date, (ii) the Series 2009-1
Letter of Credit Amount as of such date and (iii) the Series 2009-1
Available Reserve Account Amount as of such date (after giving effect to any
deposits thereto and withdrawals and releases therefrom on such date).


 


“Series 2009-1 Enhancement Deficiency”
means, on any day, the amount by which the Series 2009-1 Adjusted
Enhancement Amount is less than the Series 2009-1 Required Enhancement
Amount.


 


“Series 2009-1 Eurodollar Tranche”
means that portion of the Series 2009-1 Principal Amount purchased or
maintained with Series 2009-1 Advances which bear interest by reference to
the Eurodollar Rate.


 


“Series 2009-1 Excess Collection
Account” has the meaning specified in Section 3.1(a) of
this Series Supplement.


 


“Series 2009-1 Excess Principal Event”
shall be deemed to have occurred if, on any date, the Series 2009-1
Outstanding Principal Amount as of such date exceeds the Series 2009-1
Maximum Principal Amount as of such date.


 


“Series 2009-1 First Maximum
Non-Investment Grade Manufacturer Program Vehicle Amount” means, as of any
day, an amount equal to 50% of the Adjusted Aggregate Asset Amount.


 


“Series 2009-1 Highest Enhancement
Percentage” means, with respect to any date of determination, the sum of (a) 49%
(or such lower percentage as may be agreed to by HVF, each Funding Agent  and Moody’s, subject to satisfaction of the Series 2009-1
Rating Agency Condition with respect to Moody’s) and (b) an amount equal
to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement
Month Average for any Measurement Month within the preceding 12 calendar months
(or such fewer number of months as have elapsed since the Series 2009-1
Closing Date) and (y) the lowest Market Value Average as of any
Determination Date within the preceding 12 calendar months (or such fewer
number of months as have elapsed since the Series 2009-1 Closing Date).


 


27

















 


“Series 2009-1 Highest Enhancement
Vehicle Percentage” means, as of any date of determination, the sum of (a) the
Non-Program Vehicle Percentage as of such date plus (b) the
Bankrupt Manufacturer Vehicle Percentage as of such date.


 


“Series 2009-1 Initial Principal
Amount” means the aggregate initial principal amount of the Series 2009-1
Notes, which is $0.


 


“Series 2009-1 Interest Period”
means a period commencing on and including a Payment Date and ending on and
including the day preceding the next succeeding Payment Date; provided, however,
that the initial Series 2009-1 Interest Period shall commence on and
include the Series 2009-1 Closing Date and end on and include October 24,
2009.


 


“Series 2009-1 Interest Rate Cap”
means any interest rate cap entered into in accordance with the provisions of Section 3.12(a) of
this Series Supplement, including, without limitation, the Series 2009-1
Interest Rate Cap Documents with respect thereto; provided that for the
avoidance of doubt each Series 2009-1 Interest Rate Cap shall constitute a
“Series-Specific Swap Agreement”, but shall not constitute a “Swap Agreement”
for all purposes under the Base Indenture or any other Related Document.


 


“Series 2009-1 Interest Rate Cap
Documents” means, with respect to any Series 2009-1 Interest Rate Cap, the ISDA
Master Agreement which governs such Series 2009-1 Interest Rate Cap,
together with the schedule and credit support annex thereto and the applicable
confirmations thereunder.


 


“Series 2009-1 Intermediate
Enhancement Percentage” means, with respect to any date of determination,
the sum of (a) 48% (or such lower percentage as may be agreed to by HVF,  each Funding Agent  and Moody’s,
subject to satisfaction of the Series 2009-1 Rating Agency Condition with
respect to Moody’s) and (b) an amount equal to 100% minus the lower of (x) the
lowest Non-Program Vehicle Measurement Month Average for any Measurement Month
within the preceding 12 calendar months (or such fewer number of months as have
elapsed since the Series 2009-1 Closing Date) and (y) the lowest
Market Value Average as of any Determination Date within the preceding 12
calendar months (or such fewer number of months as have elapsed since the Series 2009-1
Closing Date).


 


“Series 2009-1 Intermediate
Enhancement Vehicle Percentage” means, as of any date of determination, the
excess of (i) 100% over (ii) the sum of (x) the Series 2009-1
Lowest Enhancement Vehicle Percentage as of such date plus (y) the Series 2009-1
Highest Enhancement Vehicle Percentage as of such date.


 


“Series 2009-1 Invested Percentage”
means, on any date of determination:


 


(a)           when
used with respect to Principal Collections, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which shall
be equal to the Series 2009-1 Required Adjusted Asset Amount, determined
during the Series 2009-1 Revolving Period as of the last day of the
immediately preceding Related Month (or, until the end of the initial Related
Month after the Series 


 


28

















 


2009-1 Closing Date, on the Series 2009-1
Closing Date), or, the Series 2009-1 Required Adjusted Asset Amount,
determined during the Series 2009-1 Controlled Amortization Period and the
Series 2009-1 Rapid Amortization Period as of the last day of the Series 2009-1
Revolving Period, and the denominator of which shall be the greater of (I) the
Aggregate Asset Amount as of the end of the immediately preceding Related Month
or, until the end of the initial Related Month after the Series 2009-1
Closing Date, as of the Series 2009-1 Closing Date and (II) as of the
same date as in clause (I), the Aggregate Required Asset Amount;


 


(b)           when
used with respect to Interest Collections, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which shall
be the Series 2009-1 Accrued Amounts on such date of determination, and
the denominator of which shall be the aggregate Accrued Amounts with respect to
all Series of Notes on such date of determination.


 


“Series 2009-1 Investor Group”
has the meaning set forth in the Series 2009-1 Note Purchase Agreement.


 


“Series 2009-1 Investor Group
Principal Amount” has the meaning set forth in the Series 2009-1 Note
Purchase Agreement.


 


“Series 2009-1 Lease Interest Payment
Deficit” means on any Payment Date an amount equal to the excess, if any,
of (a) the aggregate amount of Interest Collections which pursuant to Section 3.2(a),
(b) or (c) of this Series Supplement would have
been deposited into the Series 2009-1 Accrued Interest Account if all
payments of Monthly Variable Rent required to have been made under the HVF
Lease from but excluding the preceding Payment Date to and including such
Payment Date were made in full over (b) the aggregate amount of Interest
Collections which pursuant to Section 3.2(a), (b) or (c) of
this Series Supplement have been received for deposit into the Series 2009-1
Accrued Interest Account from but excluding the preceding Payment Date to and
including such Payment Date.


 


“Series 2009-1 Lease Payment Deficit”
means either a Series 2009-1 Lease Interest Payment Deficit or a Series 2009-1
Lease Principal Payment Deficit.


 


“Series 2009-1 Lease Principal
Payment Carryover Deficit” means (a) for the initial Payment Date,
zero and (b) for any other Payment Date, the excess, if any, of (x) the
Series 2009-1 Lease Principal Payment Deficit, if any, on the preceding
Payment Date over (y) the amount deposited in the Series 2009-1
Distribution Account pursuant to Section 3.5(d) of this Series Supplement
on such preceding Payment Date on account of such Series 2009-1 Lease
Principal Payment Deficit.


 


“Series 2009-1 Lease Principal
Payment Deficit” means on any Payment Date the sum of (a) the Series 2009-1
Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2009-1
Lease Principal Payment Carryover Deficit for such Payment Date.


 


29














 


“Series 2009-1 Letter of Credit”
means an irrevocable letter of credit, substantially in the form of Exhibit B
to this Series Supplement issued by a Series 2009-1 Eligible Letter
of Credit Provider in favor of the Trustee for the benefit of the Series 2009-1
Noteholders;  provided, that any Series 2009-1
Letter of Credit issued after the Series 2009-1 Closing Date shall be
subject to the satisfaction of the Series 2009-1 Rating Agency Condition.


 


“Series 2009-1 Letter of Credit
Agreement” means the Series 2009-1 Letter of Credit Reimbursement
Agreement and any other agreement pursuant to which a Series 2009-1 Letter
of Credit is issued in favor of the Trustee for the benefit of the Series 2009-1
Noteholders.


 


“Series 2009-1 Letter of Credit
Amount” means, as of any date of determination, the lesser of (a) the
sum of (i) the aggregate amount available to be drawn on such date under
the Series 2009-1 Letters of Credit, as specified therein, and (ii) if
the Series 2009-1 Cash Collateral Account has been established and funded
pursuant to Section 3.9 of this Series Supplement, the Series 2009-1
Available Cash Collateral Account Amount on such date and (b) the
outstanding principal amount of the Series 2009-1 Demand Note on such
date.


 


“Series 2009-1 Letter of Credit
Expiration Date” means, with respect to any Series 2009-1 Letter of
Credit, the expiration date set forth in such Series 2009-1 Letter of
Credit, as such date may be extended in accordance with the terms of such Series 2009-1
Letter of Credit.


 


“Series 2009-1 Letter of Credit
Liquidity Amount” means, as of any date of determination, the sum of (a) the
aggregate amount available to be drawn on such date under each Series 2009-1
Letter of Credit, as specified therein, and (b) if a Series 2009-1
Cash Collateral Account has been established and funded pursuant to Section 3.9(e) of
this Series Supplement, the Series 2009-1 Available Cash Collateral
Account Amount on such date.


 


“Series 2009-1 Letter of Credit
Provider” means the issuer of a Series 2009-1 Letter of Credit.


 


“Series 2009-1 Letter of Credit
Reimbursement Agreement” means any and each reimbursement agreement
providing for the reimbursement of a Series 2009-1 Letter of Credit
Provider for draws under its Series 2009-1 Letter of Credit, as the same may
be amended, restated, modified or supplemented from time to time in accordance
with its terms.


 


“Series 2009-1 Liquidity Amount”
means, as of any date of determination, the sum of (a) the Series 2009-1
Letter of Credit Liquidity Amount and (b) the Series 2009-1 Available
Reserve Account Amount on such date (after giving effect to any deposits
thereto on such date).


 


30

















 


“Series 2009-1
Liquidity Deficiency” means, as of any date of determination, the amount by
which the Series 2009-1 Adjusted Liquidity Amount is less than the Series 2009-1
Required Liquidity Amount as of such date.


 


“Series 2009-1
Liquidity Surplus” means, with respect to any date of determination, the
excess, if any, of the Series 2009-1 Adjusted Liquidity Amount over the Series 2009-1
Required Liquidity Amount, in each case, as of such date.


 


“Series 2009-1 LOC Credit
Disbursement” means an amount drawn under a Series 2009-1 Letter of
Credit pursuant to a Series 2009-1 Certificate of Credit Demand.


 


“Series 2009-1 LOC Preference Payment
Disbursement” means an amount drawn under a Series 2009-1 Letter of
Credit pursuant to a Series 2009-1 Certificate of Preference Payment
Demand.


 


“Series 2009-1 LOC Termination
Disbursement” means an amount drawn under a Series 2009-1 Letter of
Credit pursuant to a Series 2009-1 Certificate of Termination Demand.


 


“Series 2009-1 LOC Unpaid Demand Note
Disbursement” means an amount drawn under a Series 2009-1 Letter of
Credit pursuant to a Series 2009-1 Certificate of Unpaid Demand Note
Demand.


 


“Series 2009-1 Lowest Enhancement
Percentage” means, with respect to any date of determination, 25% (or such
lower percentage as may be agreed to by HVF,  each
Funding Agent and Moody’s, subject to satisfaction of the Series 2009-1
Rating Agency Condition with respect to Moody’s).


 


“Series 2009-1 Lowest Enhancement
Vehicle Percentage” means, as of any date of determination, the sum of (a) the
Category 1 Manufacturer Eligible Program Vehicle Percentage as of such date plus
(b) the Category 1 Manufacturer Non-Eligible Program Vehicle Percentage as
of such date plus (c) the Capped Category 2  Manufacturer Program Vehicle Percentage as of
such date.


 


“Series 2009-1 Maximum Aggregate
BMW/Lexus/Mercedes/Audi Amount” means, as of any day, an amount equal to
12% of the Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-1 Maximum Aggregate
Kia/Subaru/Hyundai Amount” means, as of any day, an amount equal to 35% of
the Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-1
Maximum Amount” means any of the Series 2009-1
Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount, the Series 2009-1
Maximum Aggregate Kia/Subaru/Hyundai Amount, the Series 2009-1 Maximum
Audi Amount, the Series 2009-1 Maximum BMW Amount, the Series 2009-1 Maximum Chrysler Amount, the Series 2009-1
Maximum Ford Amount, the Series 2009-1 Maximum GM Amount, the Series 2009-1
Maximum Honda Amount, the Series 2009-1 Maximum HVF Service 


 


31

















 


Vehicle Amount, the Series 2009-1 Maximum Hyundai Amount,
the Series 2009-1 Maximum Jaguar Amount, 
the Series 2009-1 Maximum Kia Amount, the Series 2009-1
Maximum Land Rover Amount,  the Series 2009-1
Maximum Lexus Amount, the Series 2009-1
Maximum Non-Eligible Manufacturer Amount, the Series 2009-1 Maximum Mazda
Amount, the Series 2009-1 Maximum Mercedes Amount, the Series 2009-1 Maximum Mitsubishi Amount,
the Series 2009-1 Maximum Nissan Amount, the Series 2009-1 Maximum Non-Eligible Vehicle Amount, the Series 2009-1 Maximum Manufacturer
Non-Eligible Vehicle Amount, the Series 2009-1 Maximum Subaru Amount, the Series 2009-1
Maximum Suzuki Amount, the Series 2009-1 Maximum Toyota Amount, the
Series 2009-1 Maximum Volkswagen Amount and the Series 2009-1 Maximum Volvo Amount.


 


“Series 2009-1 Maximum Audi Amount”
means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum BMW Amount”
means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum Chrysler
Amount” means, as of any day, an amount equal to 70% of the Adjusted
Aggregate Asset Amount on such day.


 


“Series 2009-1 Maximum Ford Amount”
means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum GM Amount”
means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum Honda Amount”
means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum HVF Service
Vehicle Amount” means, as of any day, an amount equal to 2% of the Adjusted
Aggregate Asset Amount on such day.


 


“Series 2009-1 Maximum Hyundai Amount”
means, as of any day, an amount equal to 13% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum Jaguar Amount”
means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum Kia Amount”
means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum Land Rover
Amount” means, as of any day, an amount equal to 5% of the Adjusted
Aggregate Asset Amount on such day.


 


“Series 2009-1 Maximum Lexus Amount”
means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset
Amount on such day.


 


32

















 


“Series 2009-1 Maximum Manufacturer
Non-Eligible Vehicle Amount” means, as of any day, (x) with respect to
Toyota, an amount equal to 50% of the Non-Eligible Vehicle Amount and (y) with
respect to any other Manufacturer, an amount equal to 40% of the Non-Eligible
Vehicle Amount.


 


“Series 2009-1 Maximum Mazda Amount”
means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum Mercedes
Amount” means, as of any day, an amount equal to 5% of the Adjusted
Aggregate Asset Amount on such day.


 


“Series 2009-1 Maximum Mitsubishi
Amount” means, as of any day, an amount equal to  10%
of the Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-1 Maximum Nissan Amount”
means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum Non-Eligible
Manufacturer Amount” means, as of any day, an amount equal to 3% of the
Adjusted Aggregate Asset Amount on such day.


 


“Series 2009-1 Maximum Non-Eligible
Vehicle Amount” means, as of any day, an amount equal to 100% of the
Adjusted Aggregate Asset Amount.


 


“Series 2009-1 Maximum Principal
Amount” means, $2,138,072,750; provided that such amount may be (i) reduced
at any time and from time to time by HVF upon notice to each Series 2009-1
Noteholder, the Administrative Agent, each Conduit Investor and each Committed
Note Purchaser in accordance with the terms of the Series 2009-1 Note
Purchase Agreement, or (ii) increased at any time and from time to time
upon an Additional Investor Group becoming party to the Series 2009-1 Note
Purchase Agreement in accordance with the terms thereof.


 


“Series 2009-1 Maximum Subaru Amount”
means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum Suzuki Amount”
means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum Toyota Amount”
means, as of any day, an amount equal to 70% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Maximum Volkswagen
Amount” means, as of any day, an amount equal to 10% of the Adjusted
Aggregate Asset Amount on such day.


 


“Series 2009-1 Maximum Volvo Amount”
means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset
Amount on such day.


 


“Series 2009-1 Monthly Default
Interest Amount” means, with respect to any Payment Date, the sum of (i) an
amount equal to the product of (x) 2.0%, (y) the 


 


33

















 


result of (a) the sum
of the Series 2009-1 Principal Amount as of each day during the related Series 2009-1
Interest Period (after giving effect to any increases or decreases to the Series 2009-1
Principal Amount on such day) during which an Amortization Event with respect
to the Series 2009-1 Notes has occurred and is continuing divided by (b) the
actual number of days in the related Series 2009-1 Interest Period during
which an Amortization Event with respect to the Series 2009-1 Notes has
occurred and is continuing, and (z) the result of (a) the actual
number of days in the related Series 2009-1 Interest Period during which
an Amortization Event with respect to the Series 2009-1 Notes has occurred
and is continuing divided by (b) 360 plus (ii) all previously due and
unpaid amounts described in clause (i) with respect to prior Series 2009-1
Interest Periods (together with interest on such unpaid amounts required to be
paid in this clause (ii) at the rate specified in clause (i)).


 


“Series 2009-1 Monthly Interest”
means, with respect to any Payment Date, the sum of (i) the Series 2009-1
Daily Interest Amount for each day in the related Series 2009-1 Interest
Period, plus (ii) all previously due and unpaid amounts described
in clause (i) with respect to prior Series 2009-1 Interest
Periods (together with interest on such unpaid amounts required to be paid in
this clause (ii) at the Series 2009-1 Note Rate), plus (iii) the
Undrawn Fee for such Payment Date, calculated in accordance with Section 3.02(b) of
the Series 2009-1 Note Purchase Agreement.


 


“Series 2009-1 Monthly Lease
Principal Payment Deficit” means on any Payment Date an amount equal to the
excess, if any, of (a) the aggregate amount of Principal Collections which
pursuant to Section 3.2(a), (b), or (c) of this Series Supplement
would have been deposited into the Series 2009-1 Collection Account if all
payments required to have been made under the HVF Lease from but excluding the
preceding Payment Date to and including such Payment Date were made in full
over (b) the aggregate amount of Principal Collections which pursuant to Section 3.2(a),
(b), or (c) of this Series Supplement have been
received for deposit into the Series 2009-1 Collection Account (without
giving effect to any amounts deposited into the Series 2009-1 Accrued
Interest Account pursuant to the proviso in Section 3.2(c)(ii) of
this Series Supplement) from but excluding the preceding Payment Date to
and including such Payment Date.


 


“Series 2009-1 Noteholder” means
each Person in whose name a Series 2009-1 Note is registered in the Note
Register.


 


“Series 2009-1 Note Purchase
Agreement” means the Note Purchase Agreement, dated as of September 18,
2009, among HVF, the Series 2009-1 Noteholders, the Administrative Agent,
the Administrator, the Series 2009-1 Funding Agents, the Conduit Investors
and the Committed Note Purchasers, pursuant to which the Series 2009-1
Noteholders have agreed to purchase the Series 2009-1 Notes from HVF,
subject to the terms and conditions set forth therein, as amended,
supplemented, restated or otherwise modified from time to time.


 


“Series 2009-1 Note Rate” means,
for any Series 2009-1 Interest Period, the sum of (i) the weighted
average of the CP Rates applicable to the Series 2009-1 CP 


 


34

















 


Tranche and the weighted
average of the Eurodollar Rates (Reserve Adjusted) applicable to the Series 2009-1
Eurodollar Tranche and the weighted average of the Series 2009-1 Base
Rates applicable to the Series 2009-1 Base Rate Tranche, in each case, for
the Series 2009-1 Interest Period and (ii) the Program Fee Rate as
defined in the Series 2009-1 Note Purchase Agreement; provided, however,
that the Series 2009-1 Note Rate will in no event be higher than the
maximum rate permitted by applicable law.


 


“Series 2009-1 Notes” means any
one of the Series 2009-1 Variable Funding Rental Car Asset Backed Notes,
executed by HVF and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A hereto.


 


“Series 2009-1 Notice of Reduction”
means a notice in the form of Annex E to a Series 2009-1 Letter of Credit.


 


“Series 2009-1 Outstanding Principal
Amount” means, when used with respect to any date, an amount equal to (a) the
sum of (i) Series 2009-1 Initial Principal Amount plus (ii), without
duplication, the sum of the Additional Investor Group Initial Principal Amounts
for each Additional Investor Group as of such date minus (b) the
amount of principal payments (whether pursuant to a Decrease, a redemption or
otherwise) made to the Series 2009-1 Noteholders on or prior to such date plus
(c) any Increases in the Series 2009-1 Principal Amount pursuant to Section 2.1(a) of
this Series Supplement on or prior to such date; provided that at
no time may the Series 2009-1 Outstanding Principal Amount exceed the Series 2009-1
Maximum Principal Amount.


 


“Series 2009-1 Overcollateralization
Amount” means, as of any date of determination, (i) on which no
Aggregate Asset Amount Deficiency exists, the Series 2009-1 Required
Overcollateralization Amount as of such date or (ii) on which an Aggregate
Asset Amount Deficiency exists, the excess, if any, of the Series 2009-1
Asset Amount over the Series 2009-1 Adjusted Principal Amount as of such
date.


 


“Series 2009-1 Past Due Rent Payment”
has the meaning specified in Section 3.2(d) of this Series Supplement.


 


“Series 2009-1 Percentage” means,
as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the Series 2009-1 Principal Amount as of such date
and the denominator of which is the Aggregate Principal Amount as of such date.


 


“Series 2009-1 Principal Amount”
means when used with respect to any date, an amount equal to the Series 2009-1
Outstanding Principal Amount plus the amount of any principal payments made to Series 2009-1
Noteholders that have been rescinded or otherwise returned by the Series 2009-1
Noteholders for any reason; provided that, during the Series 2009-1
Revolving Period, for purposes of determining whether or not the Requisite
Investors have given any consent, waiver, direction or instruction, the Series 2009-1
Principal Amount held by each Series 2009-1 Noteholder shall be deemed to
include, without double counting, the undrawn portion of the “Maximum Purchaser
Group Invested Amount” (i.e., the
unutilized purchase


 


35

















 


commitments under the Series 2009-1
Note Purchase Agreement) for such Series 2009-1 Noteholder’s Investor
Group.


 


“Series 2009-1 Principal Allocation”
has the meaning specified in Section 3.2 (a)(ii) of this Series Supplement.


 


“Series 2009-1 Rapid Amortization
Payment Period” means, with respect to any Payment Date during the Series 2009-1
Rapid Amortization Period, the period from but excluding the Determination Date
immediately preceding the prior Payment Date (or, in the case of the first
Payment Date during the Series 2009-1 Rapid Amortization Period, the
period from and including the date of the commencement of such Series 2009-1
Rapid Amortization Period) to and including the Determination Date immediately
preceding such Payment Date; provided that any Monthly Base Rent paid by the
Lessee under the HVF Lease on a Payment Date during the Series 2009-1
Rapid Amortization Period shall be deemed to have been received during the Series 2009-1
Rapid Amortization Payment Period with respect to such Payment Date.


 


“Series 2009-1 Rapid Amortization
Period” means the period beginning on the earlier to occur of (i) the
close of business on the Business Day immediately preceding the Expected Final
Payment Date and (ii) the close of business on the Business Day
immediately preceding the day on which an Amortization Event is deemed to have
occurred with respect to the Series 2009-1 Notes, and ending upon the
earlier to occur of (i) the date on which (A) the Series 2009-1
Notes are fully paid and (B) the termination of the Indenture.


 


“Series 2009-1 Rating Agency
Condition” means, with respect to the Series 2009-1 Notes and any
action, including the issuance of an additional Series of Notes, that
Moody’s shall have notified HVF, the Administrative Agent and the Trustee in
writing that such action will not result in a reduction or withdrawal of its
then-current ratings of the Series 2009-1 Notes.


 


“Series 2009-1 Repurchase Amount”
has the meaning specified in Section 6.1 of this Series Supplement.


 


“Series 2009-1 Required Adjusted
Asset Amount” means, as of any date of determination, the sum of (i) the
excess, if any, of (A) the Series 2009-1 Principal Amount as of such
date over (B) the sum of (1) the amount of cash and Permitted
Investments on deposit in the Series 2009-1 Excess Collection Account and (2) the
amount of cash and Permitted Investments on deposit in the Series 2009-1
Collection Account that, in the case of each of (i)(B)(1) and (i)(B)(2),
is required to be applied to reduce the Series 2009-1 Principal Amount, as
of such date and (ii) the Series 2009-1 Required
Overcollateralization Amount as of such date.


 


“Series 2009-1 Required Asset Amount”
means, as of any date of determination, the sum of (i) the Series 2009-1
Adjusted Principal Amount as of such date and (ii) the Series 2009-1
Required Overcollateralization Amount as of such date.


 


36

















 


“Series 2009-1 Required Asset Amount
Percentage” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is the Series 2009-1
Required Asset Amount and the denominator of which is the Aggregate Required
Asset Amount as of such date.


 


“Series 2009-1 Required Enhancement
Amount” means, as of any date of determination, the sum of (i) the
product of (x) the Series 2009-1 Required Enhancement Percentage as
of such date and (y) the Series 2009-1 Adjusted Principal Amount as
of such date and (ii) the Series 2009-1 Required Incremental
Enhancement Amount as of such date; provided, however, that, as
of any date of determination after the occurrence of a Limited Liquidation
Event of Default, the Series 2009-1 Required Enhancement Amount shall
equal the lesser of (x) the Series 2009-1 Adjusted Principal Amount
as of such date and (y) the sum of (l) the product of the Series 2009-1
Required Enhancement Percentage as of such date of determination and the Series 2009-1
Adjusted Principal Amount as of the date of the occurrence of such Limited
Liquidation Event of Default and (2) the Series 2009-1 Required
Incremental Enhancement Amount as of such date of determination.


 


“Series 2009-1 Required Enhancement
Percentage” means, as of any date of determination, the greater of (a) 50%,
and (b) the sum of (i) the product of (A) the Series 2009-1
Lowest Enhancement Percentage as of such date times (B) the Series 2009-1
Lowest Enhancement Vehicle Percentage as of such date plus (ii) the
product of (A) the Series 2009-1 Intermediate Enhancement Percentage
as of such date times (B) the Series 2009-1 Intermediate
Enhancement Vehicle Percentage as of such date plus (iii) the
product of (A) the Series 2009-1 Highest Enhancement Percentage as of
such date times (B) the Series 2009-1 Highest Enhancement
Vehicle Percentage as of such date.


 


“Series 2009-1 Required Incremental
Enhancement Amount” means


 


(i)            as
of the Series 2009-1 Closing Date, $0; and


 


(ii)           as
of any date thereafter on which the Series 2009-1 Adjusted Principal
Amount is greater than zero, the product of (A) the Series 2009-1
Required Asset Amount Percentage as of the immediately preceding Business Day
and (B) the sum of (1) the excess, if any, of the Non-Eligible
Vehicle Amount (excluding from the calculation thereof, to the extent that an
Event of Bankruptcy has occurred with respect to any of Ford, Nissan, GM, Kia,
Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than
Non-Program Vehicles manufactured by any such Manufacturer as of the date of
the occurrence of such Event of Bankruptcy) manufactured by each such
Manufacturer for which an Event of Bankruptcy has occurred and any amounts
related to such HVF Vehicles due from such Manufacturer) over the Series 2009-1
Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business
Day, (2) the excess, if any, of the Hyundai Amount over the Series 2009-1
Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the
excess, if any, of the Jaguar Amount over the Series 2009-1 Maximum Jaguar
Amount as of such immediately preceding Business Day, (4) the excess, if
any, of the Kia Amount over the Series 2009-1 Maximum Kia Amount as of
such immediately preceding 


 


37

















 


Business Day, (5) the
excess, if any, of the Land Rover Amount over the Series 2009-1 Maximum
Land Rover Amount as of such immediately preceding Business Day, (6) the
excess, if any, of the Mazda Amount over the Series 2009-1 Maximum Mazda
Amount as of such immediately preceding Business Day, (7) the excess, if
any, of the Mitsubishi Amount over the Series 2009-1 Maximum Mitsubishi
Amount as of such immediately preceding Business Day, (8) the excess, if
any, of the Subaru Amount over the Series 2009-1 Maximum Subaru Amount as
of such immediately preceding Business Day, (9) the excess, if any, of the
Suzuki Amount over the Series 2009-1 Maximum Suzuki Amount as of such
immediately preceding Business Day, (10) the excess, if any, of the Volvo
Amount over the Series 2009-1 Maximum Volvo Amount as of such immediately
preceding Business Day, (11) the excess, if any, of the Non-Eligible Manufacturer
Amount over the Series 2009-1 Maximum Non-Eligible Manufacturer Amount as
of such immediately preceding Business Day, (12) the excess, if any, of the
Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer
(excluding from the calculation thereof, to the extent that an Event of
Bankruptcy has occurred with respect to any of Ford, Nissan, GM, Kia, Chrysler,
Toyota and Honda, the Net Book Value of the HVF Vehicles (other than
Non-Program Vehicles manufactured by any such Manufacturer as of the date of
the occurrence of such Event of Bankruptcy) manufactured by each such
Manufacturer for which an Event of Bankruptcy has occurred and any amounts
related to such HVF Vehicles due from such Manufacturer) over the Series 2009-1
Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately
preceding Business Day, (13) the excess, if any of the Audi Amount over the Series 2009-1
Maximum Audi Amount as of such immediately preceding Business Day, (14) the
excess, if any of the BMW Amount over the Series 2009-1 Maximum BMW Amount
as of such immediately preceding Business Day, (15) the excess, if any of the
Ford Amount over the Series 2009-1 Maximum Ford Amount as of such
immediately preceding Business Day, (16) the excess, if any of the Honda Amount
over the Series 2009-1 Maximum Honda Amount as of such immediately
preceding Business Day (17) the excess, if any of the Lexus Amount over the Series 2009-1
Maximum Lexus Amount as of such immediately preceding Business Day, (18) the
excess, if any of the GM Amount over the Series 2009-1 Maximum GM Amount
as of such immediately preceding Business Day, (19) the excess, if any of the
Mercedes Amount over the Series 2009-1 Maximum Mercedes Amount as of such
immediately preceding Business Day, (20) the excess, if any of the Chrysler
Amount over the Series 2009-1 Maximum Chrysler Amount as of such
immediately preceding Business Day (21) the excess, if any of the Nissan Amount
over the Series 2009-1 Maximum Nissan Amount as of such immediately preceding
Business Day, (22) the excess, if any of the Toyota Amount over the Series 2009-1
Maximum Toyota Amount as of such immediately preceding Business Day, (23) the
excess, if any of the Volkswagen Amount over the Series 2009-1 Maximum
Volkswagen Amount as of such immediately preceding Business Day, (24) the
excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2009-1
Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately
preceding Business Day, (25) the excess, if any of the Aggregate
Kia/Subaru/Hyundai Amount over the Series 2009-1 Maximum Aggregate
Kia/Subaru/Hyundai Amount as of such immediately preceding Business Day, (26)
the excess, if any of the HVF Service Vehicle Amount over the Series 2009-1
Maximum HVF Service Vehicle Amount as of 


 


38

















 


such immediately preceding
Business Day, (27) the excess, if any, of the Ineligible Receivable
Manufacturer Receivable Amount over the Ineligible Non-Investment Grade Manufacturer
Receivable Amount as of such immediately preceding Business Day, (28) an amount
equal to the excess, if any, of (a) the lesser of (i) the
Non-Investment Grade Manufacturer Program Vehicle Amount and (ii) the Series 2009-1
Capped Excess Non-Investment Grade Manufacturer Program Vehicle Amount over (b) the
Series 2009-1 First Maximum Non-Investment Grade Manufacturer Program
Vehicle Amount, in each case, as of such immediately preceding Business Day and
(29) the excess, if any, of the Non-Investment Grade Manufacturer Program
Vehicle Amount over the Series 2009-1 Second Maximum Non-Investment Grade
Manufacturer Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts
with respect to Ford, Volvo and Mazda shall be calculated on an aggregate basis
so that they will be considered as one Manufacturer for the purpose of the
calculation of the Series 2009-1 Maximum Manufacturer Non-Eligible Vehicle
Amount for so long as each of Volvo and Mazda is an Affiliate of Ford.


 


“Series 2009-1 Required Liquidity
Amount” means, as of any date of determination, an amount equal to the
product of (i) the Series 2009-1 Required Liquidity Percentage as of
such date times (ii) the Series 2009-1 Adjusted Principal Amount as
of such date.


 


“Series 2009-1 Required Liquidity
Percentage” means, as of any date of determination, 6.25%.


 


“Series 2009-1 Required
Overcollateralization Amount” means, as of any date of determination, the
excess, if any, of (a) the Series 2009-1 Required Enhancement Amount
as of such date over (b) the sum of (i) the Series 2009-1
Available Reserve Account Amount as of such date (after giving effect to any
deposits thereto and withdrawals and releases therefrom on such date) and (ii) the
Series 2009-1 Letter of Credit Amount as of such date.


 


“Series 2009-1
Required Reserve Account Amount” means, with respect to any date of
determination, an amount equal to the greater of (a) the excess, if any,
of the Series 2009-1 Required Liquidity Amount over the Series 2009-1
Letter of Credit Liquidity Amount, in each case, as of such date, excluding
from the calculation thereof the amount available to be drawn under any Series 2009-1
Letter of Credit if at the time of such calculation (A) such Series 2009-1
Letter of Credit shall not be in full force and effect, (B) an Event of
Bankruptcy shall have occurred with respect to the Series 2009-1 Letter of
Credit Provider of such Series 2009-1 Letter of Credit, (C) such Series 2009-1
Letter of Credit Provider shall have repudiated such Series 2009-1 Letter
of Credit or failed to honor a draw thereon made in accordance with the terms
thereof or (D) a Series 2009-1 Downgrade Event shall have occurred
and be continuing for at least 30 days with respect to the Series 2009-1
Letter of Credit Provider of such Series 2009-1 Letter of Credit and (b) the
excess, if any, of the Series 2009-1 Required Enhancement Amount over the Series 2009-1
Adjusted Enhancement Amount (excluding therefrom the Series 2009-1
Available Reserve Account Amount), in each case, as of such date.


 


39














 


“Series 2009-1
Reserve Account” has the meaning specified in Section 3.8(a) of
this Series Supplement.


 


“Series 2009-1
Reserve Account Collateral” has the meaning specified in Section 3.8(d) of
this Series Supplement.


 


“Series 2009-1
Reserve Account Surplus” means, with respect to any date of determination,
the excess, if any, of the Series 2009-1 Available Reserve Account Amount (after giving
effect to any deposits thereto and withdrawals and releases therefrom on such
date) over the Series 2009-1 Required
Reserve Account Amount, in each case, as of such date.


 


“Series 2009-1
Revolving Period” means the period from and including the Series 2009-1
Closing Date to the commencement of the earlier of (i) the Series 2009-1
Rapid Amortization Period or (ii) the Series 2009-1 Controlled
Amortization Period.


 


“Series 2009-1 Second Maximum
Non-Investment Grade Manufacturer Program Vehicle Amount” means, as of any
day, an amount equal to 75% of the Adjusted Aggregate Asset Amount.


 


“Series 2009-1 Series Account
Collateral” has the meaning specified in Section 3.1(d) of
this Series Supplement.


 


“Series 2009-1 Series Accounts”
has the meaning specified in Section 3.1(a) of this Series Supplement.


 


“Series 2009-1 Standard &
Poor’s Enhancement Amount” means, as of any date of determination, the sum
of (i) the product of (x) the Series 2009-1 Standard &
Poor’s Enhancement Percentage as of such date and (y) the Series 2009-1
Adjusted Principal Amount as of such date, (ii) the Series 2009-1
Required Incremental Enhancement Amount as of such date and (iii) the Series 2009-1
Standard & Poor’s Additional Incremental Enhancement Amount as of such
date; provided, however, that, as of any date of determination after the
occurrence of a Limited Liquidation Event of Default, the Series 2009-1
Standard & Poor’s Enhancement Amount shall equal the lesser of (x) the
Series 2009-1 Adjusted Principal Amount as of such date and (y) the
sum of (l) the product of the Series 2009-1 Standard & Poor’s
Enhancement Percentage as of such date of determination and the Series 2009-1
Adjusted Principal Amount as of the date of the occurrence of such Limited
Liquidation Event of Default, (2) the Series 2009-1 Required
Incremental Enhancement Amount as of such date of determination and (3) the
Series 2009-1 Standard & Poor’s Additional Incremental
Enhancement Amount as of such date.


 


“Series 2009-1 Standard &
Poor’s Enhancement Percentage” means, as of any date of determination, the
sum of (a) 50% and (b) an amount equal to 100% minus the lower of (x) the
lowest Non-Program Vehicle Measurement Month Average for any Measurement Month
within the preceding 12 calendar months (or such fewer number of months as have
elapsed since the Series 2009-1 Closing Date) and (y) the lowest
Market 


 


40

















 


Value Average as of any
Determination Date within the preceding 12 calendar months (or such fewer
number of months as have elapsed since the Series 2009-1 Closing Date).


 


“Series 2009-1 Standard &
Poor’s Additional Incremental Enhancement Amount” means, as of any date of
determination, the excess, if any, of (a) Standard & Poor’s
Ineligible Receivable Manufacturer Receivable Amount as of such date over (b) Ineligible
Receivable Manufacturer Receivable Amount as of such date.


 


“Series 2009-1 Standard &
Poor’s Additional Enhancement Amount” means, as of any date of
determination, the excess, if any, of (a) the Series 2009-1 Standard &
Poor’s Enhancement Amount as of such date over (b) the Series 2009-1
Required Enhancement Amount as of such date.


 


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


 


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


 


“Standard & Poor’s Ineligible
Receivable Manufacturer Receivable Amount” means, as of any date of
determination, with respect to each Standard & Poor’s Ineligible
Receivable Manufacturer, an amount equal to the sum (without duplication) of
the following amounts to the extent that such amounts are included in clauses (i) through
(x) of the definition of Aggregate Asset Amount for such date:  (a) the aggregate amount of Manufacturer
Receivables (other than Excluded Payments) payable to HVF or to the
Intermediary pursuant to the Master Exchange Agreement, in each case, as of
such date by such Standard & Poor’s Ineligible Receivable Manufacturer
with respect to Vehicles that are Eligible Vehicles and Eligible Program
Vehicles when turned in to and accepted by such Standard & Poor’s
Ineligible Receivable Manufacturer or delivered and accepted for Auction, plus (b) the
aggregate amount of Manufacturer Receivables (other than Excluded Payments)
payable to HVF or to the  Intermediary
pursuant to the Master Exchange Agreement, in each case, as of such date by
such Standard & Poor’s Ineligible Receivable Manufacturers with
respect to Vehicles that were Eligible Vehicles but not Eligible Program
Vehicles when turned in to and accepted by such Standard & Poor’s
Ineligible Receivable Manufacturer or delivered and accepted for Auction.


 


“Standard & Poor’s Ineligible
Receivable Manufacturer” means, as of any date of determination, each
Eligible Manufacturer that as of such date does not have a short-term unsecured
debt rating of at least “A-1” from Standard & Poor’s or a long-term
unsecured debt rating of at least “A” from Standard & Poor’s; provided
that if the rating of a Manufacturer by Standard and Poor’s is withdrawn or a
Manufacturer is downgraded by Standard & Poor’s to a rating that would
require inclusion of such Manufacturer in this definition, then for purposes of
this definition, such Manufacturer shall be deemed to have a short-term
unsecured debt rating of at least “A-1” from Standard & Poor’s or
long-term unsecured debt rating of at least “A” from Standard & Poor’s,
as the case may be, for a period of thirty (30) days following the earlier of (i) the
date on which any of the Administrator, HVF or the Servicer obtains actual
knowledge of such withdrawal or 


 


41

















 


downgrade and (ii) the
date on which the Trustee or the Administrative Agent notifies the Servicer of
such withdrawal or downgrade.


 


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


 


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


 


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


 


“Third Level Ratings Event” means, as
of any date of determination, with respect to the Series 2009-1 Notes, the
Series 2009-1 Notes shall not have explicit public ratings of at least “Baa3”
by Moody’s for a period in excess of thirty (30) consecutive days.


 


“Third-Party Market Value” means, with
respect to any HVF Vehicle as of any date of determination, the market value of
such HVF Vehicle as specified in the Related Month’s published NADA Guide for
the model class and model year of such HVF Vehicle based on the average
equipment and the average mileage of each HVF Vehicle of such model class and
model year; provided, that if the NADA Guide was not published in the
Related Month or the NADA Guide is being published but such HVF Vehicle is not
included therein, the Third-Party Market Value of such HVF Vehicle shall be
based on the market value specified in the Finance Guide for the model class
and model year of such HVF Vehicle based on the average equipment and the
average mileage of each HVF Vehicle of such model class and model year; provided,
further, that if the Finance Guide is being published but such HVF Vehicle is
not included therein, the Third-Party Market Value of such HVF Vehicle shall
mean the Net Book Value of such HVF Vehicle; provided, further, that if
the Finance Guide was not published in the Related Month, the Third-Party
Market Value of such HVF Vehicle shall be based on an independent third-party
data source selected by the Servicer and approved by each Rating Agency that is
rating the Series 2009-1 Notes and the Administrative Agent (such approval
not to be unreasonably withheld or delayed), at the request of HVF based on the
average equipment and average mileage of each HVF Vehicle of such model class
and model year; provided, further, that if no such third-party data
source or methodology shall have been so approved or any such third-party
source or methodology is not available, the Third-Party Market Value of such
HVF Vehicle shall be equal to a reasonable estimate of the wholesale market
value of such Vehicle as determined by the Servicer, based on the Net Book
Value of such Vehicle and any other factors deemed relevant by the Servicer.


 


“Volkswagen Amount” means, as of any
date of determination, an amount equal to the sum of the Manufacturer
Non-Eligible Vehicle Amount and the 


 


42

















 


Manufacturer Eligible
Program Vehicle Amount, in each case, with respect to Volkswagen as of such
date.


 


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


 


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


 


“Voting Stock” means,
with respect to any Person, shares of Capital Stock entitled to vote generally
in the election of directors.


 


“Weekly Noteholders Statement” means,
with respect to the Series 2009-1 Notes, a statement substantially in the
form of Exhibit F-2 hereto.


 


ARTICLE II


 


INITIAL ISSUANCE AND INCREASES AND DECREASES


OF PRINCIPAL AMOUNT OF SERIES 2009-1 NOTES


 


Section 2.1.  
Initial Issuance; Procedure for Increasing the Series 2009-1 Principal
Amount.


 


(a)           Subject to satisfaction of the conditions precedent set
forth in subsection (b) of this Section 2.1 (in the
case of subsections (b)(ii), (b)(iii), (b)(iv), (b)(v),
(b)(vi), (b)(vii), (b)(viii), (b)(ix) and (b)(xi)
of this Section 2.1, as evidenced by an Advance Request delivered
to the Trustee as to which the Trustee may rely) (i) on the Series 2009-1
Closing Date, HVF may issue Series 2009-1 Notes in the aggregate initial
principal amount equal to the Series 2009-1 Initial Principal Amount, (ii) on
any Business Day during the Series 2009-1 Revolving Period, issue
Additional Series 2009-1 Notes in an aggregate initial principal amount
equal to the Additional Investor Group Initial Principal Amount with respect to
the related Additional Investor Group and (iii) on any Business Day during
the Series 2009-1 Revolving Period, HVF may, in accordance with the Series 2009-1
Note Purchase Agreement, increase the Series 2009-1 Principal Amount (such
increase referred to as an “Increase”), by issuing, at par, ratable
amounts of additional principal amounts of the Series 2009-1 Notes.  Each Increase shall be made in accordance
with the provisions of Sections 2.02 and 2.03 of the Series 2009-1 Note
Purchase Agreement and shall be ratably allocated among the Series 2009-1
Notes, based on their respective portion of the Series 2009-1 Principal
Amount prior to giving effect to such Increase. 
Proceeds from the initial issuance of the Series 2009-1 Notes, from
any additional issuance of Additional Series 2009-1 Notes and from any
Increase shall be deposited into the Collection Account and allocated in
accordance with Article III hereof. 
Upon each Increase, the Trustee shall, or shall cause the Registrar to,
indicate in the Note Register such Increase.


 


43

















 


(b)           The initial Series 2009-1 Notes will be issued on the
Series 2009-1 Closing Date, Additional Series 2009-1 Notes will be
issued on any Business Day during the Series 2009-1 Revolving Period that
an Additional Investor Group becomes a party to the Series 2009-1 Note
Purchase Agreement, and the Series 2009-1 Principal Amount may be
increased on any Business Day during the Series 2009-1 Revolving Period
(subject to the limitations set forth in Section 2.2(a) below),
in each case, pursuant to subsection (a) above, only upon
satisfaction of each of the following conditions with respect to such initial
issuance, such additional issuance of Additional Series 2009-1 Notes and
each proposed Increase:


 


(i)            the Series 2005-3
Notes, the Series 2005-4 Notes and the Series 2008-1 Notes shall have
been paid in full and all commitments with respect thereto shall have been
terminated;


 


(ii)           other than in the
case of the initial issuance of the Series 2009-1 Notes on the Closing
Date, the amount of such issuance or Increase shall be equal to or greater than
$2,500,000 and integral multiples of
$100,000 in excess thereof;


 


(iii)          after giving effect
to such issuance or Increase, (A) the Investor Group Principal Amount with
respect to each Investor Group shall not exceed the Maximum Investor Group
Principal Amount with respect to such Investor Group and (B) the Series 2009-1
Principal Amount shall not exceed the Series 2009-1 Maximum Principal
Amount;


 


(iv)          after giving effect
to such issuance or Increase and the application of the proceeds thereof, no Series 2009-1
Enhancement Deficiency, Series 2009-1 Liquidity Deficiency or Aggregate
Asset Amount Deficiency shall exist;


 


(v)           after giving effect
to such issuance or Increase and the application of the proceeds thereof, the
amount on deposit in the Series 2009-1 Reserve Account shall be equal to
or greater than the Series 2009-1 Required Reserve Account Amount;


 


(vi)          no Amortization
Event with respect to the Series 2009-1 Notes has occurred and is
continuing and such issuance or Increase and the application of the proceeds
thereof will not result in the occurrence of (1) an Amortization Event
with respect to the Series 2009-1 Notes or a Limited Liquidation Event of
Default, or (2) an event or occurrence, which, with the passing of time or
the giving of notice thereof, or both, would become an Amortization Event with
respect to the Series 2009-1 Notes or a Limited Liquidation Event of
Default;


 


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


 


(viii)        all conditions
precedent to the making of advances under the Series 2009-1 Note Purchase
Agreement shall have been satisfied;


 


44

















 


(ix)           in the case of the
initial issuance of the Series 2009-1 Notes on the Closing Date, receipt
by HVF of a letter from each Rating Agency confirming that the Series 2009-1
Notes have been rated with the applicable Required Rating by such Rating Agency
and receipt by the Trustee and the Administrative Agent of a true and correct
copy thereof;


 


(x)            no more than three
Increases shall occur during any calendar week;


 


(xi)           each Rating Agency
shall have received prior written notice of each issuance of Additional Series 2009-1
Notes; and


 


(xii)          with respect to any
Increase, HVF shall have acquired and shall be maintaining in force one or more
Series 2009-1 Interest Rate Caps in accordance with Section 3.12 of
this Series Supplement.


 


Section 2.2.  
Procedure for Decreasing the Series 2009-1 Principal Amount.


 


(a)           Mandatory Decrease. 
Whenever (i) a Series 2009-1 Enhancement Deficiency exists,
then, on or before the Payment Date immediately following discovery of such Series 2009-1
Enhancement Deficiency, HVF shall apply funds in the Series 2009-1 Excess
Collection Account in accordance with Section 3.2(f) of this Series Supplement,
to make a pro rata reduction in the Series 2009-1 Principal Amount
(subject to the limitations specified in Section 2.2(c) below)
by the lesser of (x) the amount necessary, so that after giving effect to
all Decreases of the Series 2009-1 Principal Amount on such Payment Date,
no such Series 2009-1 Enhancement Deficiency shall exist and (y) the
amount that would reduce the Series 2009-1 Principal Amount to zero, (ii) an
Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date
immediately following discovery of such Aggregate Asset Amount Deficiency, HVF
shall allocate to and deposit in the Series 2009-1 Excess Collection
Account to be applied in accordance with Section 3.2(f) of
this Series Supplement, funds to make a pro rata reduction in the Series 2009-1
Principal Amount (subject to the limitations specified in Section 2.2(c) below)
in an amount equal to the lesser of (x) the Series 2009-1 Invested
Percentage (with respect to Principal Collections) of the amount of such
Aggregate Asset Amount Deficiency and (y) the Series 2009-1 Principal
Amount as of the date of application of such funds and (iii) a Series 2009-1 Excess Principal Event shall have occurred, then,
on or before the Payment Date immediately following discovery of such Series 2009-1
Excess Principal Event, HVF shall
allocate to and deposit in the Series 2009-1 Excess Collection Account to
be applied in accordance with Section 3.2(f) of this Series Supplement,
funds to make a pro rata reduction in the Series 2009-1 Principal Amount
(subject to the limitations specified in Section 2.2(c) below)
by the lesser of (x) the amount necessary, so that after giving effect to
all Decreases of the Series 2009-1 Principal Amount on such Payment Date,
no such Series 2009-1 Excess Principal
Event shall exist and (y) the amount that would reduce the Series 2009-1
Principal Amount to zero (each reduction of the Series 2009-1 Principal
Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”);
plus, with respect to each clause above, any associated breakage costs
(including Series 2009-1 Commercial Paper discounts and 


 


45

















 


interest scheduled to accrue through the
maturity of such Series 2009-1 Commercial Paper) incurred as a result of
such decrease (paid together with such decrease calculated in accordance with
the procedures outlined in Section 6.1 of this Series Supplement
for optional repurchases).  Such
Mandatory Decrease shall be ratably allocated among the Series 2009-1
Noteholders, based on their respective portion of the Series 2009-1
Principal Amount prior to giving effect to such Mandatory Decrease.  Upon discovery of such a Series 2009-1
Enhancement Deficiency, Aggregate Asset Amount Deficiency or Series 2009-1
Excess Principal Event, HVF shall promptly, but in any event within 5 Business
Days, deliver written notice (by facsimile with original to follow by mail) of
any related Mandatory Decreases to the Trustee.


 


(b)           Voluntary Decrease. 
On any Business Day, upon at least 3 Business Day’s prior notice to each
Series 2009-1 Noteholder, each Conduit Investor, each Committed Note
Purchaser and the Trustee, HVF may decrease the Series 2009-1 Principal
Amount (each such reduction of the Series 2009-1 Principal Amount pursuant
to this Section 2.2(b), a “Voluntary Decrease”) by
withdrawing from the Series 2009-1 Excess Collection Account or, after the
conclusion of the Series 2009-1 Revolving Period, the Series 2009-1
Collection Account, an amount (subject to the last sentence of this Section 2.2(b))
up to the sum of all Principal Collections (or, in the case of the Series 2009-1
Collection Account, up to the total amount available in such account for
payment of principal of the Series 2009-1 Notes) on deposit in such
accounts and, in the case of the Series 2009-1 Excess Collection Account,
available for distribution to effect a Voluntary Decrease pursuant to Section 3.2(f) of
this Series Supplement, and distributing pro rata to the Series 2009-1
Noteholders in respect of principal of the Series 2009-1 Notes, the amount
of such withdrawal in accordance with Section 3.5(e) of this Series Supplement;  plus any associated breakage costs
(including Series 2009-1 Commercial Paper discounts and interest scheduled
to accrue through the maturity of such Series 2009-1 Commercial Paper)
incurred as a result of such decrease (paid together with such decrease and calculated
in accordance with the procedures outlined in Section 6.1 of this Series Supplement
for optional repurchases); provided that HVF shall not effect a
Voluntary Decrease pursuant to this Section 2.2(b) more than three
times in any calendar week; provided further that the
Trustee shall not be required to monitor the compliance of HVF with the
limitation on the frequency of Voluntary Decreases set forth in the immediately
preceding proviso.  Such Voluntary
Decrease shall be ratably allocated among the Series 2009-1 Noteholders,
based on their respective portion of the Series 2009-1 Principal
Amount.  Each such Voluntary Decrease
shall be, in the aggregate for all Series 2009-1 Notes, in a minimum
principal amount of $5,000,000 and integral
multiples of $100,000 in excess thereof.


 


(c)           Upon distribution to the Series 2009-1 Noteholders of
principal of the Series 2009-1 Notes in connection with each Decrease, the
Trustee shall, or shall cause the Registrar to indicate in the Note Register
such Decrease.  The amount of any
Decrease shall not exceed the amount allocated to the Series 2009-1 Excess
Collection Account or the Series 2009-1 Collection Account and available
for distribution to Series 2009-1 Noteholders in respect of principal of
the Series 2009-1 Notes on the date of such Decrease pursuant to the terms
hereof; provided that, for the avoidance of doubt, any amounts on
deposit in the Series 2009-1 Collection Account and identified for payment



 


46

















 


to the Series 2009-1 Noteholders
pursuant to Section 3.5(a) of this Series Supplement
shall not be “available for distribution to Series 2009-1 Noteholders”.


 


ARTICLE
III


 


SERIES 2009-1 ALLOCATIONS


 


With respect to the Series 2009-1 Notes
only, the following shall apply:


 


Section 3.1.  
Series 2009-1 Series Accounts.


 


(a)           Establishment of Series 2009-1 Series Accounts.  HVF shall establish and maintain in the name
of the Trustee for the benefit of the Series 2009-1 Noteholders three
accounts: the Series 2009-1 Collection Account (such account, the “Series 2009-1
Collection Account”), the Series 2009-1 Accrued Interest Account (such
account, the “Series 2009-1 Accrued Interest Account”) and the Series 2009-1
Excess Collection Account (such account, the “Series 2009-1 Excess
Collection Account” and, together with the Series 2009-1 Collection
Account and the Series 2009-1 Accrued Interest Account, the “Series 2009-1
Series Accounts”).  Each Series 2009-1
Series Account shall bear a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2009-1
Noteholders.  Each Series 2009-1 Series Account
shall be an Eligible Deposit Account.  If
a Series 2009-1 Series Account is at any time no longer an Eligible
Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that
such Series 2009-1 Series Account is no longer an Eligible Deposit
Account, establish a new Series 2009-1 Series Account that is an
Eligible Deposit Account.  If a new Series 2009-1
Series Account is established, HVF shall instruct the Trustee in writing
to transfer all cash and investments from the non-qualifying Series 2009-1
Series Account into the new Series 2009-1 Series Account.  Initially, each of the Series 2009-1 Series Accounts
will be established with The Bank of New York Mellon.


 


(b)           Administration of the Series 2009-1 Series Accounts.  HVF may instruct (by standing instructions or
otherwise) the institution maintaining each of the Series 2009-1 Series Accounts
to invest funds on deposit in such Series 2009-1 Series Account from
time to time in Permitted Investments; provided, however, that (x) any
such investment in the Series 2009-1 Excess Collection Account shall
mature not later than the Business Day following the date on which such funds
were received (including funds received upon a payment in respect of a
Permitted Investment made with funds on deposit in the Series 2009-1
Excess Collection Account) and (y) any such investment in the Series 2009-1
Collection Account or the Series 2009-1 Accrued Interest Account shall
mature not later than the Business Day prior to the first Payment Date
following the date on which such funds were received (including funds received
upon a payment in respect of a Permitted Investment made with funds on deposit
in the Series 2009-1 Collection Account or Series 2009-1 Accrued
Interest Account), unless any such Permitted Investment is held with the
Trustee, then such investment may mature on such Payment Date so long as such
funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose
of (or permit the disposal of) 


 


47

















 


any Permitted Investments prior to the
maturity thereof to the extent such disposal would result in a loss of the
initial purchase price of such Permitted Investment.  In the absence of written investment
instructions hereunder, funds on deposit in the Series 2009-1 Series Accounts
shall remain uninvested.


 


(c)           Earnings from Series 2009-1 Series Accounts.  All interest and earnings (net of losses and
investment expenses) paid on funds on deposit in the Series 2009-1 Series Accounts
shall be deemed to be on deposit therein and available for distribution.


 


(d)           Series 2009-1 Series Accounts Constitute
Additional Collateral for Series 2009-1 Notes.  In order to secure and provide for
the repayment and payment of the Note Obligations with respect to the Series 2009-1
Notes, HVF hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Series 2009-1
Noteholders, all of HVF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired):  (i) the Series 2009-1 Series Accounts,
including any security entitlement thereto; (ii) all funds on deposit
therein from time to time; (iii) all certificates and instruments, if any,
representing or evidencing any or all of the Series 2009-1 Series Accounts
or the funds on deposit therein from time to time; (iv) all investments
made at any time and from time to time with monies in the Series 2009-1 Series Accounts,
whether constituting securities, instruments, general intangibles, investment
property, financial assets or other property; (v) all interest, dividends,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 2009-1 Series Accounts,
the funds on deposit therein from time to time or the investments made with
such funds; and (vi) all proceeds of any and all of the foregoing,
including cash (the items in the foregoing clauses (i) through (vi) are
referred to, collectively, as the “Series 2009-1 Series Account
Collateral”).


 


Section 3.2.  
Allocations with Respect to the Series 2009-1 Notes.  The net proceeds from the initial sale of the
Series 2009-1 Notes will be deposited into the Collection Account and
allocated in accordance with clause (a)(ii) of this Section 3.2
below.  All amounts payable to HVF under
the Series 2009-1 Interest Rate Caps will be deposited into the Series 2009-1
Collection Account.  On each Business Day
on which the proceeds of the initial sale of the Series 2009-1 Notes, any
Increase or Collections are deposited into the Collection Account (each such
date, a “Series 2009-1 Deposit Date”), the Administrator will
direct the Trustee in writing pursuant to the Administration Agreement to apply
from all amounts deposited into the Collection Account in accordance with the
provisions of this Section 3.2:


 


(a)           Allocations of Collections During the Series 2009-1
Revolving Period.  During the Series 2009-1
Revolving Period, the Administrator will direct the Trustee in writing pursuant
to the Administration Agreement, prior to 1:00 p.m. (New York City time)
on each Series 2009-1 Deposit Date, to apply from all amounts deposited
into the Collection Account as set forth below:


 


48














 


(i)            allocate to and
deposit in the Series 2009-1 Collection Account an amount equal to the sum
of (A) the Series 2009-1 Invested Percentage (as of such day) of the
aggregate amount of Interest Collections on such day and (B) any amounts
received by the Trustee in respect of the Series 2009-1 Interest Rate
Caps.  All such amounts deposited into
the Series 2009-1 Collection Account shall thereafter be deposited into
the Series 2009-1 Accrued Interest Account; and


 


(ii)           allocate to and
deposit in the Series 2009-1 Excess Collection Account (A) an amount
equal to the Series 2009-1 Invested Percentage (as of such day) of the
aggregate amount of Principal Collections on such day, (B) on the Series 2009-1
Closing Date, the net proceeds from the issuance of the Series 2009-1
Notes and (C) on the date of any Increase, the proceeds of such Increase
(for any such day, the “Series 2009-1 Principal Allocation”).


 


(b)           Allocation of Collections During the Series 2009-1
Controlled Amortization Period.  
During the Series 2009-1 Controlled Amortization Period, the
Administrator will direct the Trustee in writing pursuant to the Administration
Agreement, prior to 1:00 p.m. (New York City time) on any Series 2009-1
Deposit Date, to apply from all amounts deposited into the Collection Account
as set forth below:


 


(i)            allocate to and
deposit in the Series 2009-1 Collection Account an amount determined as
set forth in Section 3.2(a)(i) above for such day, which
amount shall be thereafter allocated to and deposited in the Series 2009-1
Accrued Interest Account; and


 


(ii)           allocate to and
deposit in the Series 2009-1 Collection Account an amount equal to the Series 2009-1
Principal Allocation for such day, which amount, along with any amounts
allocated from the Series 2009-1 Excess Collection Account to the Series 2009-1
Collection Account pursuant to Section 3.2(f) of this Series Supplement
or allocated to the Series 2009-1 Collection Account pursuant to Section 3.2(e) or
Section 3.3(f) of this Series Supplement, shall be used
to make principal payments on a pro rata basis in respect of
the Series 2009-1 Notes on the Series 2009-1 Controlled Amortization
Payment Date related to the Series 2009-1 Controlled Amortization Payment
Period in which such allocation and deposits have been made in an amount equal
to the Series 2009-1 Controlled Amortization Amount for such Series 2009-1
Controlled Amortization Payment Date; provided, however, that if,
during any Series 2009-1 Controlled Amortization Payment Period, the
aggregate amount of such daily Series 2009-1 Principal Allocations
(together with the amount deposited in the Series 2009-1 Collection
Account from the Series 2009-1 Excess Collection Account pursuant to Section 3.2(f) of
this Series Supplement or deposited in the Series 2009-1 Collection
Account pursuant to Section 3.2(e) or Section 3.3(f) of
this Series Supplement) exceeds the Series 2009-1 Controlled
Amortization Amount for the related Series 2009-1 Controlled Amortization
Payment Date, then the amount of such excess shall be deposited in the Series 2009-1
Excess Collection Account.


 


49

















 


(c)           Allocations of Collections During the Series 2009-1
Rapid Amortization Period.  During
the Series 2009-1 Rapid Amortization Period, the Administrator will direct
the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m.
(New York City time) on any Series 2009-1 Deposit Date, to apply from all
amounts deposited into the Collection Account as set forth below:


 


(i)            allocate to and
deposit in the Series 2009-1 Collection Account an amount determined as
set forth in Section 3.2(a)(i) above for such day, which
amount shall be thereafter allocated to and deposited in the Series 2009-1
Accrued Interest Account; and


 


(ii)           allocate to and
deposit in the Series 2009-1 Collection Account an amount equal to the Series 2009-1
Principal Allocation for such day, which amount shall be used to make principal
payments on a pro rata basis in respect of the Series 2009-1
Notes until the Series 2009-1 Notes have been paid in full; provided
that if on any Determination Date (A) the Administrator determines that
the amount anticipated to be available from Interest Collections allocable to
the Series 2009-1 Notes, any amounts payable to the Trustee in respect of
any Series 2009-1 Interest Rate Caps and other amounts available pursuant
to Section 3.3 of this Series Supplement to pay Series 2009-1
Monthly Interest on the next succeeding Payment Date will be less than the sum
of the Series 2009-1 Monthly Interest for such Payment Date and (B) the
Series 2009-1 Enhancement Amount is greater than zero, then the
Administrator shall direct the Trustee in writing to withdraw from the Series 2009-1
Collection Account a portion of such Principal Collections allocated to the Series 2009-1
Notes during the related Series 2009-1 Rapid Amortization Payment Period)
equal to the lesser of such insufficiency and the Series 2009-1
Enhancement Amount and deposit such amount into the Series 2009-1 Accrued
Interest Account to be treated as Interest Collections on such Payment Date.


 


(d)           Past Due Rental Payments.  Notwithstanding the foregoing, if, after the
occurrence of a Series 2009-1 Lease Payment Deficit, the Lessee shall make
a payment of Rent or other amount payable by the Lessee under the HVF Lease on
or prior to the fifth Business Day after the occurrence of such Series 2009-1
Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator
shall direct the Trustee in writing pursuant to the Administration Agreement to
allocate to and deposit in the Series 2009-1 Collection Account an amount
equal to the Series 2009-1 Invested Percentage as of the date of the
occurrence of such Series 2009-1 Lease Payment Deficit of the Collections
attributable to such Past Due Rent Payment (the “Series 2009-1 Past Due
Rent Payment”).  The Administrator
shall instruct the Trustee in writing pursuant to the Administration Agreement
to withdraw from the Series 2009-1 Collection Account and apply the Series 2009-1
Past Due Rent Payment in the following order:


 


(i)            if the occurrence
of the related Series 2009-1 Lease Payment Deficit resulted in one or more
Series 2009-1 LOC Credit Disbursements being made under the Series 2009-1
Letters of Credit, pay to each Series 2009-1 Letter of Credit Provider who
made such a Series 2009-1 LOC Credit Disbursement for 


 


50

















 


application
in accordance with the provisions of the applicable Series 2009-1 Letter
of Credit Reimbursement Agreement an amount equal to the lesser of (x) the
unreimbursed amount of such Series 2009-1 Letter of Credit Provider’s Series 2009-1
LOC Credit Disbursement and (y) such Series 2009-1 Letter of Credit
Provider’s pro rata share, calculated on the basis of the unreimbursed amount
of each such Series 2009-1 Letter of Credit Provider’s Series 2009-1
LOC Credit Disbursement, of the amount of the Series 2009-1 Past Due Rent
Payment;


 


(ii)           if the occurrence
of such Series 2009-1 Lease Payment Deficit resulted in a withdrawal being
made from the Series 2009-1 Cash Collateral Account, deposit in the Series 2009-1
Cash Collateral Account an amount equal to the lesser of (x) the amount of
the Series 2009-1 Past Due Rent Payment remaining after any payments
pursuant to clause (i) above and (y) the amount withdrawn from
the Series 2009-1 Cash Collateral Account on account of such Series 2009-1
Lease Payment Deficit;


 


(iii)          if the occurrence
of such Series 2009-1 Lease Payment Deficit resulted in a withdrawal being
made from the Series 2009-1 Reserve Account pursuant to Section 3.3(d) of
this Series Supplement, deposit in the Series 2009-1 Reserve Account
an amount equal to the lesser of (x) the amount of the Series 2009-1
Past Due Rent Payment remaining after any payments pursuant to clauses (i) and
(ii) above and (y) the excess, if any, of the Series 2009-1
Required Reserve Account Amount over the Series 2009-1 Available Reserve
Account Amount on such day;


 


(iv)          deposit into the Series 2009-1
Accrued Interest Account the amount, if any, by which the Series 2009-1
Lease Interest Payment Deficit, if any, relating to such Series 2009-1
Lease Payment Deficit exceeds the amount of the Series 2009-1 Past Due
Rent Payment applied pursuant to clauses (i) through (iii) above;
and


 


(v)           deposit into the Series 2009-1
Excess Collection Account and treat as Principal Collections the remaining
amount of the Series 2009-1 Past Due Rent Payment.


 


(e)           Amounts Allocated from Other Series.  Amounts allocated to other Series of
Notes that have been reallocated by HVF to the Series 2009-1 Notes (i) during
the Series 2009-1 Revolving Period shall be deposited into the Series 2009-1
Excess Collection Account and applied in accordance with Section 3.2(f) of
this Series Supplement and (ii) during the Series 2009-1 Controlled
Amortization Period or the Series 2009-1 Rapid Amortization Period shall
be deposited into the Series 2009-1 Collection Account and applied in
accordance with Section 3.2(b) or 3.2(c), as the case
may be, of this Series Supplement to make principal payments in respect of
the Series 2009-1 Notes.


 


(f)            Series 2009-1 Excess Collection Account.  Amounts deposited into the Series 2009-1
Excess Collection Account on any Series 2009-1 Deposit Date 


 


51

















 


prior to the commencement of the Series 2009-1
Rapid Amortization Period will be (i) first, withdrawn and
deposited in the Series 2009-1 Reserve Account in an amount up to the
excess, if any, of the Series 2009-1 Required Reserve Account Amount for
such date over the Series 2009-1 Available Reserve Account Amount for such
date, (ii) second, used to make a Mandatory Decrease, if
applicable, in accordance with Sections 2.2(a) and 3.5(e) of
this Series Supplement, (iii) third, used to pay the principal
amount of other Series of Notes that are then required to be paid or, at
the option of HVF, to pay the principal amount of other Series of Notes
that may be paid under the Indenture, (iv) fourth, at the option of
HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and
3.5(e) of this Series Supplement, (v) fifth, used
to pay Ford all unpaid Ford Reimbursement Obligations, and (vi) sixth,
any remaining funds may be released to HVF, in the case of clauses (iii) through
(vi), only to the extent that no Series 2009-1 Enhancement
Deficiency or other Amortization Event with respect to the Series 2009-1
Notes would result therefrom or exist immediately thereafter and in the case of
clause (vi) only for so long as the Ford LOC Exposure Amount is greater
than zero, solely to the extent that after giving effect to such payment or
release, the Fleet Equity Condition would be satisfied.  Notwithstanding the foregoing, on the first
day of the Series 2009-1 Controlled Amortization Period and, subject to
the proviso to Section 3.2(b)(ii), on each Business Day thereafter or, if
earlier, the first day of the Series 2009-1 Rapid Amortization Period, all
funds on deposit in the Series 2009-1 Excess Collection Account (including
amounts allocated thereto pursuant to Section 3.2(a)(ii), (b)(ii), (c)(ii) or
(d)(v) of this Series Supplement and any amounts allocated thereto
pursuant to Section 3.2(e) of this Series Supplement) will be
withdrawn from the Series 2009-1 Excess Collection Account and deposited
into the Series 2009-1 Collection Account and applied in accordance with Section 3.2(b)(ii) or
3.2(c)(ii) of this Series Supplement, as the case may be.


 


Section 3.3.   Application
of Interest Collections.


 


On the fourth Business Day prior to each
Payment Date, as provided below, the Administrator shall instruct the Trustee
in writing pursuant to the Administration Agreement to withdraw, and on such
Payment Date the Trustee, acting in accordance with such instructions, shall
withdraw, the amounts required to be withdrawn from the Series 2009-1
Accrued Interest Account pursuant to Section 3.3(a) below in
respect of all funds available from any Series 2009-1 Interest Rate Caps
and Interest Collections processed since the preceding Payment Date and
allocated to the holders of the Series 2009-1 Notes.


 


(a)           Note Interest with respect to the Series 2009-1
Notes.  On the fourth Business Day
prior to each Payment Date, the Administrator shall instruct the Trustee in
writing pursuant to the Administration Agreement as to the amount to be withdrawn
from the Series 2009-1 Accrued Interest Account to the extent funds are
anticipated to be available from Interest Collections allocable to the Series 2009-1
Notes processed from but not including the preceding Payment Date through the
succeeding Payment Date and any amounts payable to HVF under any Series 2009-1
Interest Rate Cap during that period in respect of (i) first, (I) first
an amount equal to the sum of (A) the Series 2009-1 Monthly Interest
(excluding amounts referenced in clause (ii) of the 


 


52

















 


definition thereof to the extent duplicative
of Series 2009-1 Deficiency Amounts payable under clause (ii) below)
for such Payment Date (the portion of such amount of Series 2009-1 Monthly
Interest that will accrue for the period (each an, “Estimated Interest
Period”) from and including the Determination Date immediately preceding
such Payment Date to but excluding such Payment Date (such portion of the Series 2009-1
Monthly Interest with respect to any such Estimated Interest Period, the “Estimated
Interest”) shall be estimated by the Administrator on such Determination
Date) plus (B) the Estimated Interest Adjustment Amount with respect to
such Determination Date and (II) second, an amount equal to any
Indenture Carrying Charges due to the Series 2009-1 Noteholders and unpaid
as of such Payment Date which are not included in the definition of Series 2009-1
Monthly Interest, (ii) second, an amount equal to the unpaid Series 2009-1
Deficiency Amounts, if any, as of the preceding Payment Date (together with any
accrued interest on such Series 2009-1 Deficiency Amounts) and (iii) third,
an amount equal to the Series 2009-1 Monthly Default Interest Amount, if
any, for such Payment Date.  On or before
10:00 a.m. (New York City time) on the following Payment Date, the Trustee
shall withdraw the amounts described in the first sentence of this Section 3.3(a),
from the Series 2009-1 Accrued Interest Account and deposit such amounts
into the Series 2009-1 Distribution Account.


 


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


 


(b)           Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City
time) on each Payment Date, the Administrator shall notify the Trustee of the
amount of any Series 2009-1 Lease Payment Deficit, such notification to be
in the form of Exhibit C to this Series Supplement (each a “Lease
Payment Deficit Notice”).


 


(c)           Withdrawals from the Series 2009-1 Reserve Account.  If the Administrator determines on any
Payment Date that the amounts available from the Series 2009-1 Accrued
Interest Account are insufficient to pay the sum of the amounts described in clauses
(i) and (ii) of Section 3.3(a) of this
Series Supplement on such Payment Date, the Administrator shall instruct
the Trustee in writing to withdraw from the Series 2009-1 Reserve Account
and deposit in the Series 2009-1 Distribution Account on such Payment Date
an amount equal to the lesser of the Series 2009-1 Available Reserve
Account Amount and such insufficiency. 
The Trustee shall withdraw such amount from the Series 2009-1
Reserve Account and deposit such amount in the Series 2009-1 Distribution
Account.


 


(d)           Draws on Series 2009-1 Letters of Credit.  If the Administrator determines on any
Payment Date that there exists a Series 2009-1 Lease Interest Payment
Deficit, the Administrator shall instruct the Trustee in writing to draw on the
Series 2009-1 Letters of Credit, if any, and, upon receipt of such notice
by the Trustee on or prior to 10:30 a.m. (New York City time) on such
Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on
such Payment Date draw an amount, as set forth in such notice, 


 


53

















 


equal to the least of (i) such Series 2009-1
Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of the
amounts described in clauses (i) and (ii) of Section 3.3(a) of
this Series Supplement on such Payment Date over the amounts available
from the Series 2009-1 Accrued Interest Account plus the amount withdrawn
from the Series 2009-1 Reserve Account pursuant to Section 3.3(c) of
this Series Supplement on such Payment Date and (iii) the Series 2009-1
Letter of Credit Liquidity Amount on the Series 2009-1 Letters of Credit
by presenting to each Series 2009-1 Letter of Credit Provider a draft
accompanied by a Series 2009-1 Certificate of Credit Demand and shall
cause the Series 2009-1 LOC Credit Disbursements to be deposited in the Series 2009-1
Distribution Account on such Payment Date; provided, however,
that if the Series 2009-1 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2009-1 Cash Collateral
Account and deposit in the Series 2009-1 Distribution Account an amount
equal to the lesser of (x) the Series 2009-1 Cash Collateral
Percentage on such Payment Date of the least of the amounts described in clauses
(i), (ii) or (iii) above and (y) the Series 2009-1
Available Cash Collateral Account Amount on such Payment Date and draw an
amount equal to the remainder of such amount on the Series 2009-1 Letters
of Credit.


 


(e)           Deficiency Amounts. 
If the amounts described in Sections 3.3(a), (b), (c) and
(d) of this Series Supplement are insufficient to pay the Series 2009-1
Monthly Interest for any Payment Date, payments of interest to the Series 2009-1
Noteholders will be reduced on a pro rata basis by the
amount of such deficiency.  The aggregate
amount, if any, of such deficiency on any Payment Date allocable to the Series 2009-1
Notes shall be referred to as the “Series 2009-1 Deficiency Amount”.  Interest shall accrue on the Series 2009-1
Deficiency Amount at the applicable Series 2009-1 Note Rate.


 


(f)            Balance.  On
the fourth Business Day prior to each Payment Date, the Administrator shall
instruct the Trustee in writing pursuant to the Administration Agreement to
pay, on such Payment Date, the balance (after making the payments required in Section 3.4
of this Series Supplement), if any, of the amounts available from the Series 2009-1
Accrued Interest Account as follows:


 


(i)            first, to
the Administrator, in an amount equal to the Series 2009-1 Percentage as
of the beginning of the Series 2009-1 Interest Period ending on the day
preceding such Payment Date of the Monthly Administration Fee for such Series 2009-1
Interest Period;


 


(ii)           second, to
the Trustee, in an amount equal to the Series 2009-1 Percentage as of the
beginning of the Series 2009-1 Interest Period ending on the day preceding
such Payment Date of the Trustee’s fees for such Series 2009-1 Interest
Period;


 


(iii)          third, on a pro rata
basis, to pay any Indenture Carrying Charges to the Persons to whom such
amounts are owed, in an amount equal to the Series 2009-1 Percentage as of
the beginning of the Series 2009-1 Interest Period ending on the day
preceding such Payment Date of such Indenture Carrying Charges 


 


54

















 


(other
than Indenture Carrying Charges provided for above) for such Series 2009-1
Interest Period; and


 


(iv)          fourth, the
balance, if any, shall be withdrawn from the Series 2009-1 Accrued
Interest Account by the Trustee and (A) during the Series 2009-1
Revolving Period, deposited into the Series 2009-1 Excess Collection
Account or (B) during the Series 2009-1 Controlled Amortization
Period or the Series 2009-1 Rapid Amortization Period, deposited into the Series 2009-1
Collection Account and treated as Principal Collections.


 


(g)           Trustee Fees. If, on any Payment Date after the
occurrence and during the continuance of a Liquidation Event of Default or a
Limited Liquidation Event of Default, (x) the funds available to pay the
Trustee fees pursuant to Section 3.3(f)(ii) of this Series Supplement
on such Payment Date are less than the amount payable to the Trustee thereunder
on such Payment Date or (y) the funds available to pay the portion of the
Indenture Carrying Charges payable to the Trustee pursuant to Section 3.3(f)(iii) of
this Series Supplement on such Payment Date are less than the amount payable
to the Trustee thereunder on such Payment Date, the Administrator shall
instruct the Trustee in writing to withdraw from the Series 2009-1 Reserve
Account and pay to itself on such Payment Date an amount equal to the least of (A) the
Series 2009-1 Available Reserve Account Amount on such Payment Date (after
giving effect to any deposits thereto and withdrawals and releases therefrom on
such date), (B) an amount equal to the excess, if any, of (i) 0.70%
of the Series 2009-1 Required Asset Amount as of the date of the
occurrence of such Liquidation Event of Default or Limited Liquidation Event of
Default over (ii) the aggregate of the amounts previously withdrawn from
the Series 2009-1 Reserve Account under this Section 3.3(g) in
respect of fees and other amounts due and owing to the Trustee and (C) such
insufficiency.  The Trustee shall
withdraw such amounts from the Series 2009-1 Reserve Account and pay or
reimburse itself.


 


Section 3.4.  
Payment of Note Interest.  On each
Payment Date, the Trustee shall, in accordance with Section 6.1 of the
Base Indenture, pay to the Series 2009-1 Noteholders from the Series 2009-1
Distribution Account the amount deposited in the Series 2009-1
Distribution Account for the payment of all amounts payable to the Series 2009-1
Noteholders pursuant to Section 3.3 of this Series Supplement.


 


Section 3.5.   Payment of Note
Principal.


 


(a)           Monthly Payments During Series 2009-1 Controlled
Amortization Period or Series 2009-1 Rapid Amortization Period.  Commencing on the earlier to occur of (i) the
Determination Date immediately preceding the first Series 2009-1
Controlled Amortization Payment Date, or (ii) the first Determination Date
after the commencement of the Series 2009-1 Rapid Amortization Period and
on each Determination Date thereafter, the Administrator shall instruct the
Trustee in writing pursuant to the Administration Agreement as to (v) the
amount allocated to the Series 2009-1 Notes pursuant to Section 3.2(b)(ii) or
3.2(c)(ii) of this Series Supplement, as the case may be, and
any amounts allocated from the Series 2009-1 Excess Collection Account to
the Series 2009-1 Collection Account pursuant to Section 3.2(f) of
this Series 


 


55

















 


Supplement and/or allocated to the Series 2009-1
Collection Account pursuant to Section 3.2(e) or Section 3.3(f) of
this Series Supplement, in each case, prior to such date and not  previously deposited into the Series 2009-1
Distribution Account for payment to the Series 2009-1 Noteholders and the
amount of the portion of the Monthly Base Rent under the HVF Lease that will be
allocated to the Series 2009-1 Notes pursuant to Section 3.2(b)(ii) or
3.2(c)(ii) of this Series Supplement, as the case may be, (w) any
amounts to be withdrawn from the Series 2009-1 Reserve Account and
deposited into the Series 2009-1 Distribution Account, (x) any
amounts to be drawn on the Series 2009-1 Letters of Credit (and/or
withdrawn from the Series 2009-1 Cash Collateral Account) and (y) the
amount of any demand to be made under the Series 2009-1 Demand Note.  On each Series 2009-1 Controlled
Amortization Payment Date and the Expected Final Payment Date, the Trustee
shall withdraw such amounts from the Series 2009-1 Collection Account
allocated to pay principal of the Series 2009-1 Notes during the related Series 2009-1
Controlled Amortization Payment Period and deposit such amount together with
the proceeds of any demand made on the Series 2009-1 Demand Note received
during the period from but excluding the immediately preceding Payment Date to
and including such Payment Date into the Series 2009-1 Distribution
Account, which amount and any other amounts deposited in the Series 2009-1
Distribution Account for the payment of principal of such Series 2009-1
Notes pursuant to Section 3.5(b) of this Series Supplement
during the related Series 2009-1 Controlled Amortization Payment Period
shall be paid to the Series 2009-1 Noteholders in accordance with Section 3.5(e)(ii) or
3.5(e)(iii) of this Series Supplement, as the case may
be.  On the Payment Date following each
such Determination Date during the Series 2009-1 Rapid Amortization
Period, the Trustee shall withdraw such amounts allocated to pay principal of
the Series 2009-1 Notes from the Series 2009-1 Collection Account and
deposit such amount together with the proceeds of any demand made on the Series 2009-1
Demand Note received during the period from but excluding the immediately
preceding Payment Date to and including such Payment Date into the Series 2009-1
Distribution Account along with any other amounts deposited in the Series 2009-1
Distribution Account for the payment of principal of such Series 2009-1
Notes pursuant to Section 3.5(b) of this Series Supplement
and any amounts deposited in the Series 2009-1 Distribution Account
pursuant to Section 3.5(c) of this Series Supplement, in each
case, during the related Series 2009-1 Rapid Amortization Payment Period,
which amount shall be paid to the Series 2009-1 Noteholders until the Series 2009-1
Noteholders have been paid the Series 2009-1 Principal Amount in full.


 


(b)             Principal Deficit Amount.  If the Principal Deficit Amount is greater
than zero on any date or the Administrator determines that there exists a Series 2009-1
Lease Principal Payment Deficit, the Administrator shall promptly provide
written notice thereof to the Administrative Agent and the Trustee.  On each Payment Date on which the Principal
Deficit Amount is greater than zero or a Series 2009-1 Lease Principal
Payment Deficit exists, amounts shall be transferred to the Series 2009-1
Distribution Account as follows:


 


(i)            Series 2009-1
Reserve Account Withdrawal.  On each
Payment Date on which the Principal Deficit Amount is greater than zero, the
Administrator shall instruct the Trustee in writing prior to 12:00 noon (New
York 


 


56

















 


City
time) on such Payment Date, in the case of a Principal Deficit Amount resulting
from a Series 2009-1 Lease Payment Deficit, or prior to 12:00 noon (New
York City time) on the second Business Day prior to such Payment Date, in the
case of any other Principal Deficit Amount, to withdraw from the Series 2009-1
Reserve Account, an amount equal to the lesser of (x) such Principal
Deficit Amount and (y) the Series 2009-1 Available Reserve Account
Amount on such Payment Date (after giving effect to any withdrawals from the Series 2009-1
Reserve Account on such Payment Date pursuant to Section 3.3(c) of
this Series Supplement), and deposit such withdrawal in the Series 2009-1
Distribution Account on such Payment Date.


 


(ii)           Principal Draws
on Series 2009-1 Letters of Credit. 
If the Administrator determines on any Payment Date that there exists a Series 2009-1
Lease Principal Payment Deficit that exceeds the amount, if any, withdrawn from
the Series 2009-1 Reserve Account in accordance with clause (i) of
this Section 3.5(b), then the Administrator shall instruct the
Trustee in writing to draw on the Series 2009-1 Letters of Credit, if
any, in an amount equal to the least of (1) the excess of the Series 2009-1
Lease Principal Payment Deficit over the amount, if any, withdrawn from the Series 2009-1
Reserve Account in accordance with clause (i) of this Section 3.5(b),
(2) the Series 2009-1 Letter of Credit Liquidity Amount (after giving
effect to any drawings on the Series 2009-1 Letters of Credit on such
Payment Date pursuant to Section 3.3(d) of this Series Supplement)
and (3) on any date that is
prior to the Legal Final Payment Date occurring during the period commencing on
and including the date of the filing by Hertz of a petition for relief under
Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz
shall have resumed making all payments of Monthly Variable Rent required to be
made under the HVF Lease, the excess, if any, of the Principal Deficit Amount over the
amount, if any, withdrawn from the Series 2009-1 Reserve Account in
accordance with clause (i) of this Section 3.5(b).  Upon receipt of a notice by the Trustee from
the Administrator in respect of a Series 2009-1 Lease Principal Payment
Deficit on or prior to 10:30 a.m. (New York City time) on a Payment Date,
the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date
draw an amount as set forth in such notice equal to the applicable amount set
forth above on the Series 2009-1 Letters of Credit by presenting to each Series 2009-1
Letter of Credit Provider a draft accompanied by a Series 2009-1
Certificate of Credit Demand and shall cause the Series 2009-1 LOC Credit
Disbursements to be deposited in the Series 2009-1 Distribution Account on
such Payment Date; provided, however, that if the Series 2009-1
Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Series 2009-1 Cash Collateral Account and deposit in the
Series 2009-1 Distribution Account an amount equal to the lesser of (x) the
Series 2009-1 Cash Collateral Percentage on such Payment Date of the
amount set forth in the notice provided to the Trustee by the Administrator and
(y) the Series 2009-1 Available Cash Collateral Account Amount on
such Payment Date and draw an amount equal to the remainder of such amount on
the Series 2009-1 Letters of Credit.


 


57














 


(iii)          Demand Note Draw.  If on any Determination Date, the
Administrator determines that the Principal Deficit Amount on the next
succeeding Payment Date (after giving effect to the withdrawal from the Series 2009-1
Reserve Account on such Payment Date pursuant to clause (i) of this
Section 3.5(b) of this Series Supplement and any drawings
on the Series 2009-1 Letters of Credit on such Payment Date pursuant to clause
(ii) of this Section 3.5(b)) will be greater than zero,
then, prior to 10:00 a.m. (New York City time) on the second Business Day
prior to such Payment Date, the Administrator shall instruct the Trustee in
writing (and provide the requisite information to the Trustee) to deliver a
demand notice substantially in the form of Exhibit G-1 (each a “Demand
Notice”) on Hertz for payment under the Series 2009-1 Demand Note in
an amount equal to the lesser of (i) the Principal Deficit Amount less the
amount to be deposited in the Series 2009-1 Distribution Account in
accordance with clauses (i) and/or (ii) of this Section 3.5(b) of
this Series Supplement and (ii) the principal amount of the Series 2009-1
Demand Note.  The Trustee shall, prior to
12:00 noon (New York City time) on the second Business Day preceding such
Payment Date, deliver such Demand Notice to Hertz; provided, however,
that if an Event of Bankruptcy (or the occurrence of an event described in clause
(a) of the definition thereto, without the lapse of a period of 60
consecutive days) with respect to Hertz shall have occurred and be continuing,
the Trustee shall not be required to deliver such Demand Notice to Hertz.  The Trustee shall cause the proceeds of any
demand on the Series 2009-1 Demand Note to be deposited into the Series 2009-1
Distribution Account, and such proceeds shall be treated as Principal
Collections.


 


(iv)          Letter of Credit Draw.  If (1) the Trustee shall have delivered
a Demand Notice as provided in Section 3.5(b)(iii) of this Series Supplement
and Hertz shall have failed to pay to the Trustee or deposit into the Series 2009-1
Distribution Account the amount specified in such Demand Notice in whole or in
part by 12:00 noon (New York City time) on the Business Day following the
making of the Demand Notice, (2) due to the occurrence of an Event of
Bankruptcy (or the occurrence of an event described in clause (a) of
the definition thereof, without the lapse of a period of 60 consecutive days)
with respect to Hertz, the Trustee shall not have delivered such Demand Notice
to Hertz or (3) there is a Preference Amount, the Trustee shall draw on
the Series 2009-1 Letters of Credit, if any, by 12:00 p.m. (New York
City time) on such Business Day in an amount equal to the lesser of (A) the
amount that Hertz failed to pay under the Series 2009-1 Demand Note, the
amount that the Trustee failed to demand for payment thereunder or the
Preference Amount, as the case may be; and (B) the Series 2009-1
Letter of Credit Amount on such Business Day, by presenting to each Series 2009-1
Letter of Credit Provider a draft accompanied by a Series 2009-1
Certificate of Unpaid Demand Note Demand or, in the case of a Preference
Amount, a Series 2009-1 Certificate of Preference Payment Demand; provided,
however that if the Series 2009-1 Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Series 2009-1
Cash Collateral Account and deposit in the Series 2009-1 Distribution
Account an amount equal to the lesser of (x) the Series 2009-1 Cash
Collateral Percentage on 


 


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such Business Day of the
lesser of the amounts set forth in clause (A) and (B) above
and (y) the Series 2009-1 Available Cash Collateral Account Amount on
such Business Day and draw an amount equal to the remainder of such amount on
the Series 2009-1 Letters of Credit. 
The Trustee shall deposit, or cause the deposit of, the proceeds of any
such draw on the Series 2009-1 Letters of Credit and the proceeds of any
such withdrawal from the Series 2009-1 Cash Collateral Account into the Series 2009-1
Distribution Account and such proceeds shall be treated as Principal
Collections.


 


(c)           Legal Final Payment Dates.  The Series 2009-1 Principal Amount shall
be due and payable on the Legal Final Payment Date.  In connection therewith:


 


(i)            Reserve Account Withdrawal.  If the amount to be deposited in the Series 2009-1
Distribution Account in accordance with Section 3.5(a) of this
Series Supplement with respect to the Legal Final Payment Date together
with any amounts to be deposited therein in accordance with Section 3.5(b) of
this Series Supplement on the Legal Final Payment Date, in each case, to
pay principal of the Series 2009-1 Notes, is less than the Series 2009-1
Principal Amount on the Legal Final Payment Date, prior to 10:30 a.m. (New
York City time) on the second Business Day prior to the Legal Final Payment
Date, the Administrator shall instruct the Trustee to withdraw from the Series 2009-1
Reserve Account, an amount equal to the lesser of (i) the Series 2009-1
Available Reserve Account Amount (after giving effect to any withdrawals from
the Series 2009-1 Reserve Account pursuant to Section 3.3(c) and
Section 3.5(b)(i) of this Series Supplement), and (ii) such
insufficiency, and deposit such withdrawn amounts in the Series 2009-1
Distribution Account on the Legal Final Payment Date.  The Trustee shall withdraw such amounts from
the Series 2009-1 Reserve Account and deposit such amounts in the Series 2009-1
Distribution Account on or prior to the Legal Final Payment Date.


 


(ii)           Demand Note Draw.  If the amount to be deposited in the Series 2009-1
Distribution Account pursuant to Section 3.5(a) of this Series Supplement
together with any amounts to be deposited therein in accordance with Section 3.5(b) and
Section 3.5(c)(i) of this Series Supplement on the Legal
Final Payment Date is less than the Series 2009-1 Principal Amount, then,
prior to 10:00 a.m. (New York City time) on the second Business Day prior
to the Legal Final Payment Date, the Administrator shall instruct the Trustee
in writing (and provide the requisite information to the Trustee) to deliver a
Demand Notice to Hertz for payment under the Series 2009-1 Demand Note in
an amount equal to the lesser of (i) such insufficiency and (ii) the
principal amount of the Series 2009-1 Demand Note.  The Trustee shall, prior to 12:00 noon (New
York City time) on the second Business Day preceding the Legal Final Payment
Date, deliver such Demand Notice to Hertz; provided, however,
that if an Event of Bankruptcy (or the occurrence of an event described in clause
(a) of the definition thereof, without the lapse of a period of 60
consecutive days) with respect to Hertz shall have occurred and be continuing,
the Trustee shall not be required to deliver such Demand Notice to Hertz.  The Trustee shall cause the proceeds of 


 


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any demand on the Series 2009-1
Demand Note to be deposited into the Series 2009-1 Distribution Account,
and such proceeds shall be treated as Principal Collections for all purposes
hereunder.


 


(iii)          Letter of Credit Draw.  If (1) the Trustee shall have delivered
a Demand Notice as provided in Section 3.5(c)(ii) of this Series Supplement
and Hertz shall have failed to pay to the Trustee or deposit into the Series 2009-1
Distribution Account the amount specified in such Demand Notice referred to in Section 3.5(c)(ii) of
this Series Supplement in whole or in part by 12:00 noon (New York City
time) on the Business Day following the making of the Demand Notice, (2) due
to the occurrence of an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the
lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee
shall not have delivered such Demand Notice to Hertz or (3) there is a
Preference Amount, the Trustee shall draw on the Series 2009-1 Letters of
Credit, if any, by 12:00 p.m. (New York City time) on such Business Day an
amount equal to the lesser of (A) the amount that Hertz failed to pay
under the Series 2009-1 Demand Note (or the amount that the Trustee failed
to demand for payment thereunder) or the Preference Amount, as the case may be;
and (B) the Series 2009-1 Letter of Credit Amount on such Business
Day, by presenting to each Series 2009-1 Letter of Credit Provider a draft
accompanied by a Series 2009-1 Certificate of Unpaid Demand Note Demand
or, in the case of a Preference Amount, a Series 2009-1 Certificate of
Preference Demand; provided, however that if the Series 2009-1
Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Series 2009-1 Cash Collateral Account and deposit in the
Series 2009-1 Distribution Account an amount equal to the lesser of (x) the
Series 2009-1 Cash Collateral Percentage on such Business Day of the
lesser of the amounts set forth in clause (A) and (B) above
and (y) the Series 2009-1 Available Cash Collateral Account Amount on
such Business Day and draw an amount equal to the remainder of such amount on
the Series 2009-1 Letters of Credit. 
The Trustee shall deposit, or cause the deposit of, the proceeds of any
such draw on the Series 2009-1 Letters of Credit and the proceeds of any
such withdrawal from the Series 2009-1 Cash Collateral Account into the Series 2009-1
Distribution Account and such proceeds shall be treated as Principal
Collections.


 


(d)           Distribution. 
On each Payment Date occurring on or after the date a withdrawal is made
pursuant to Section 3.5(a) of this Series Supplement and
any amounts are deposited in the Series 2009-1 Distribution Account for the
payment of principal of such Series 2009-1 Notes pursuant to Section 3.5(b) of
this Series Supplement and/or Section 3.5(c) of this Series Supplement,
the Trustee shall, in accordance with Section 6.1 of the Base
Indenture, pay to the Series 2009-1 Noteholders the amount deposited in
the Series 2009-1 Distribution Account for the payment of principal of the
Series 2009-1 Notes held by such Series 2009-1 Noteholders pursuant
to Section 3.5(a) of this Series Supplement and Section 3.5(e)(ii) or
3.5(e)(iii) of this Series Supplement, as applicable.  After the commencement of the Series 2009-1
Controlled Amortization Period or the Series 2009-1 Rapid Amortization
Period and the payment in full of the Series 2009-1 Principal Amount, any
remaining Principal Collections allocated


 


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to the Series 2009-1 Notes in accordance
with Section 3.2(b) or (c) of this Series Supplement shall
be withdrawn from the Series 2009-1 Collection Account and/or the Series 2009-1
Excess Collection Account and used to pay any remaining amounts payable by the
Issuer pursuant to this Series Supplement or the Series 2009-1 Note
Purchase Agreement in accordance with the priorities set forth in Sections
3.3(a) and (f) of this Series Supplement.


 


(e)           Decreases.  (i)  On
any Business Day on which (a) a Mandatory Decrease pursuant to Section 2.2(a) of
this Series Supplement shall be declared, the Trustee shall withdraw from
the Series 2009-1 Excess Collection Account in accordance with the written
instructions of the Administrator an amount equal to the lesser of (x) the
funds then allocated to the Series 2009-1 Excess Collection Account and
available for payment of such Mandatory Decrease pursuant to Section 3.2(f) of
this Series Supplement and (y) the amount of such Mandatory Decrease,
and distribute on a pro rata basis such amount to the Series 2009-1
Noteholders as a payment of principal of the Series 2009-1 Notes or (b) a
Voluntary Decrease pursuant to Section 2.2(b) of this Series Supplement
shall be declared, the Trustee shall distribute the amounts withdrawn from the Series 2009-1
Excess Collection Account (and available for payment of such Voluntary Decrease
pursuant to Section 3.2(f) of this Series Supplement)
and/or the Series 2009-1 Collection Account (and available in such account
for payment of principal of the Series 2009-1 Notes) on a pro rata basis
to the Series 2009-1 Noteholders as a payment of principal of the Series 2009-1
Notes.


 


(ii)           On
each Series 2009-1 Controlled Amortization Payment Date other than the
Expected Final Payment Date, after giving effect to deposits in the Series 2009-1
Distribution Account pursuant to Sections 3.5(a) and 3.5(b) of
this Series Supplement, the Trustee shall withdraw from the Series 2009-1
Distribution Account an amount equal to the lesser of (x) the funds on
deposit in the Series 2009-1 Distribution Account and available for
payment of principal of the Series 2009-1 Notes and (y) the Series 2009-1
Controlled Amortization Amount in respect of such Series 2009-1 Controlled
Amortization Payment Date, and distribute such amount to the Series 2009-1
Noteholders on a pro rata basis as payment of principal of
the Series 2009-1 Notes.


 


(iii)          On
the Expected Final Payment Date, after giving effect to deposits in the Series 2009-1
Distribution Account pursuant to Sections 3.5(a) and (b) of
this Series Supplement, the Trustee shall withdraw from the Series 2009-1
Distribution Account an amount equal to the lesser of (x) the funds on
deposit in the Series 2009-1 Distribution Account and available for
payment of principal of the Series 2009-1 Notes and (y) the Series 2009-1
Principal Amount on such date, and distribute such amount to the Series 2009-1
Noteholders on a pro rata basis as payment of principal of the
Series 2009-1 Notes until the Series 2009-1 Noteholders have been
paid the Series 2009-1 Principal Amount in full.


 


Section 3.6.  
Payment by Wire Transfer.  On each
Payment Date, pursuant to Section 6.1 of the Base Indenture and Sections
3.4 and 3.5 hereof, the Trustee shall cause the amounts (to the
extent received by the Trustee) set forth in Section 3.4 or 3.5
of this Series Supplement to be paid by wire transfer of immediately
available funds


 


61

















 


released from the Series 2009-1 Distribution
Account no later than 4:30 p.m. (New York City time) for credit to the
account designated by the Series 2009-1 Noteholders.


 


Section 3.7.  
The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment.  If the Administrator fails to give notice or
instructions to make any payment from or deposit into the Collection Account or
any Series 2009-1 Series Account required to be given by the
Administrator, at the time specified in the Administration Agreement or any
other Related Document (including applicable grace periods), the Trustee shall
make such payment or deposit into or from the Collection Account or such Series 2009-1
Series Account without such notice or instruction from the Administrator, provided
that the Administrator, upon request of the Trustee, the Administrative Agent
or any Funding Agent, promptly provides the Trustee with all information
necessary to allow the Trustee to make such a payment or deposit.  When any payment or deposit hereunder or
under any other Related Document is required to be made by the Trustee at or
prior to a specified time, the Administrator shall deliver any applicable
written instructions with respect thereto reasonably in advance of such
specified time.  If the Administrator
fails to give instructions to draw on any Series 2009-1 Letters of Credit
with respect to a Class of Series 2009-1 Notes required to be given
by the Administrator, at the time specified in this Series Supplement, the
Trustee shall draw on such Series 2009-1 Letters of Credit with respect to
such Class of Series 2009-1 Notes without such instruction from the
Administrator, provided that the Administrator, upon request of the
Trustee, the Administrative Agent or any Funding Agent, promptly provides the
Trustee with all information necessary to allow the Trustee to draw on each
such Series 2009-1 Letter of Credit.


 


Section 3.8.   Series 2009-1
Reserve Account.


 


(a)           Establishment of Series 2009-1 Reserve Account.  HVF shall establish and maintain in the name
of the Trustee for the benefit of the Series 2009-1 Noteholders an account
(the “Series 2009-1 Reserve Account”), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2009-1 Noteholders.  The Series 2009-1
Reserve Account shall be an Eligible Deposit Account.  If the Series 2009-1 Reserve Account is
at any time no longer an Eligible Deposit Account, HVF shall, within 10
Business Days of obtaining knowledge that the Series 2009-1 Reserve
Account is no longer an Eligible Deposit Account, establish a new Series 2009-1
Reserve Account that is an Eligible Deposit Account.  If a new Series 2009-1 Reserve Account
is established, HVF shall instruct the Trustee in writing to transfer all cash
and investments from the non-qualifying Series 2009-1 Reserve Account into
the new Series 2009-1 Reserve Account. 
Initially, the Series 2009-1 Reserve Account will be established
with the Trustee.


 


(b)           Administration of the Series 2009-1 Reserve
Account.  HVF may instruct (by
standing instructions or otherwise) the institution maintaining the Series 2009-1
Reserve Account to invest funds on deposit in the Series 2009-1 Reserve
Account from time to time in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day prior to
the first Payment Date following the date on which such funds were received
(including funds received upon a payment in


 


62

















 


respect of a Permitted Investment made with
funds on deposit in the Series 2009-1 Reserve Account), unless any
Permitted Investment held in the Series 2009-1 Reserve Account is held
with the Trustee, then such investment may mature on such Payment Date so long
as such funds shall be available for withdrawal on or prior to such Payment
Date.  HVF shall not direct the Trustee
to dispose of (or permit the disposal of) any Permitted Investments prior to
the maturity thereof to the extent such disposal would result in a loss of the
initial purchase price of such Permitted Investment.  In the absence of written investment
instructions hereunder, funds on deposit in the Series 2009-1 Reserve
Account shall remain uninvested.


 


(c)           Earnings from Series 2009-1 Reserve Account.  All interest and earnings (net of losses and
investment expenses) paid on funds on deposit in the Series 2009-1 Reserve
Account shall be deemed to be on deposit therein and available for
distribution.


 


(d)           Series 2009-1 Reserve Account Constitutes
Additional Collateral for Series 2009-1 Notes.  In order to secure and provide for
the repayment and payment of the Note Obligations with respect to the Series 2009-1
Notes, HVF hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Series 2009-1
Noteholders, all of HVF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired):  (i) the Series 2009-1 Reserve
Account, including any security entitlement thereto; (ii) all funds on
deposit therein from time to time; (iii) all certificates and instruments,
if any, representing or evidencing any or all of the Series 2009-1 Reserve
Account or the funds on deposit therein from time to time; (iv) all
investments made at any time and from time to time with monies in the Series 2009-1
Reserve Account, whether constituting securities, instruments, general
intangibles, investment property, financial assets or other property; (v) all
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
the Series 2009-1 Reserve Account, the funds on deposit therein from time
to time or the investments made with such funds; and (vi) all proceeds of
any and all of the foregoing, including cash (the items in the foregoing clauses
(i) through (vi) are referred to, collectively, as the “Series 2009-1
Reserve Account Collateral”).


 


(e)           Series 2009-1 Reserve Account Surplus.  In the event that the Series 2009-1
Reserve Account Surplus on any Payment Date is greater than zero, the Trustee,
acting in accordance with the written instructions of the Administrator (with a
copy to the Administrative Agent), shall withdraw from the Series 2009-1
Reserve Account an amount equal to the Series 2009-1 Reserve Account
Surplus and pay such Series 2009-1 Reserve Account Surplus to HVF.


 


(f)            Termination of Series 2009-1 Reserve Account.  On or after the date on which the Series 2009-1
Notes are fully paid and Ford has been paid all unpaid Ford Reimbursement
Obligations and, only for so long as the Ford LOC Exposure Amount is greater
than zero, solely to the extent that after giving effect to any such
withdrawal, the Fleet Equity Condition would be satisfied , the Trustee, acting
in accordance with the written instructions of the Administrator, shall
withdraw from the


 


63

















 


Series 2009-1 Reserve Account all
remaining amounts on deposit therein for payment to HVF.


 


Section 3.9.   Series 2009-1
Letters of Credit and Series 2009-1 Cash Collateral Accounts.


 


(a)           Series 2009-1 Cash
Collateral Account Constitutes Additional Collateral for Series 2009-1
Notes.  In order to secure and provide
for the repayment and payment of the Note Obligations with respect to the Series 2009-1
Notes, HVF hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Series 2009-1
Noteholders, all of HVF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired):  (i) the Series 2009-1 Cash
Collateral Account, including any security entitlement thereto; (ii) all
funds on deposit in the Series 2009-1 Cash Collateral Account from time to
time; (iii) all certificates and instruments, if any, representing or
evidencing any or all of the Series 2009-1 Cash Collateral Account or the
funds on deposit therein from time to time; (iv) all investments made at
any time and from time to time with monies in the Series 2009-1 Cash
Collateral Account, whether constituting securities, instruments, general
intangibles, investment property, financial assets or other property; (v) all
interest, dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for the Series 2009-1
Cash Collateral Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of
the foregoing, including cash (the items in the foregoing clauses (i) through
(vi) are referred to, collectively, as the “Series 2009-1
Cash Collateral Account Collateral”).


 


(b)           Series 2009-1 Letter of
Credit Expiration Date. If prior to the date which is sixteen (16)
Business Days prior to the then scheduled Series 2009-1 Letter of Credit
Expiration Date with respect to any Series 2009-1 Letter of Credit,
excluding the amount available to be drawn under such Series 2009-1 Letter
of Credit but taking into account each substitute Series 2009-1 Letter of
Credit which has been obtained from a Series 2009-1 Eligible Letter of
Credit Provider and is in full force and effect on such date, (i) the Series 2009-1
Adjusted Enhancement Amount would be equal to or greater than the Series 2009-1
Required Enhancement Amount, (ii) the Series 2009-1 Adjusted
Liquidity Amount would be equal to or greater than the Series 2009-1
Required Liquidity Amount, or (iii) the Series 2009-1 Letter of
Credit Liquidity Amount would be equal to or greater than the Series 2009-1
Demand Note Payment Amount, then the Administrator shall notify the Trustee and
the Administrative Agent in writing no later than fifteen (15) Business Days
prior to such Series 2009-1 Letter of Credit Expiration Date of such
determination.  If prior to the date
which is sixteen (16) Business Days prior to the then scheduled Series 2009-1
Letter of Credit Expiration Date with respect to any Series 2009-1 Letter
of Credit, excluding such Series 2009-1 Letter of Credit but taking into
account any substitute Series 2009-1 Letter of Credit which has been
obtained from a Series 2009-1 Eligible Letter of Credit Provider and is in
full force and effect on such date, (i)  the Series 2009-1 Adjusted
Enhancement Amount would be less than the Series 2009-1 Required
Enhancement Amount, (ii) the Series 2009-1 Adjusted Liquidity Amount
would be less than the Series 2009-1 Required Liquidity Amount, or (iii) the
Series 2009-1 


 


64

















 


Letter of Credit Liquidity Amount would be
less than the Series 2009-1 Demand Note Payment Amount, then the
Administrator shall notify the Trustee and the Administrative Agent in writing
no later than fifteen (15) Business Days prior to such Series 2009-1
Letter of Credit Expiration Date of (x) the greatest of (A) the
excess, if any, of the Series 2009-1 Required Enhancement Amount over the Series 2009-1
Adjusted Enhancement Amount, excluding such Series 2009-1 Letter of Credit
but taking into account any substitute Series 2009-1 Letter of Credit
which has been obtained from a Series 2009-1 Eligible Letter of Credit
Provider and is in full force and effect on such date, (B) the excess, if
any, of the Series 2009-1 Required Liquidity Amount over the Series 2009-1
Adjusted Liquidity Amount, excluding such Series 2009-1 Letter of Credit
but taking into account each substitute Series 2009-1 Letter of Credit
which has been obtained from a Series 2009-1 Eligible Letter of Credit
Provider and is in full force and effect on such date, and (C) the excess,
if any, of the Series 2009-1 Demand Note Payment Amount over the Series 2009-1
Letter of Credit Liquidity Amount, excluding such Series 2009-1 Letter of
Credit but taking into account each substitute Series 2009-1 Letter of
Credit which has been obtained from a Series 2009-1 Eligible Letter of
Credit Provider and is in full force and effect on such date, and (y) the
amount available to be drawn on such expiring Series 2009-1 Letter of
Credit on such date.  Upon receipt of
such notice by the Trustee on or prior to 10:30 a.m. (New York City time)
on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time)
on such Business Day (or, in the case of any notice given to the Trustee after
10:30 a.m. (New York City time), by 12:00 p.m. (New York City time)
on the next following Business Day), draw the lesser of the amounts set forth
in clauses (x) and (y) above on such Series 2009-1
Letter of Credit by presenting a draft accompanied by a Series 2009-1
Certificate of Termination Demand and shall cause the Series 2009-1 LOC
Termination Disbursements to be deposited in the Series 2009-1 Cash
Collateral Account.  If the Trustee does
not receive the notice from the Administrator described above on or prior to
the date that is fifteen (15) Business Days prior to each Series 2009-1
Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New
York City time) on such Business Day draw the full amount of such Series 2009-1
Letter of Credit by presenting a draft accompanied by a Series 2009-1
Certificate of Termination Demand and shall cause the Series 2009-1 LOC
Termination Disbursements to be deposited in the applicable Series 2009-1
Cash Collateral Account.


 


(c)           Series 2009-1 Letter of Credit Providers.  The Administrator shall notify the Trustee
and the Administrative Agent in writing within one Business Day of becoming
aware that the short-term debt credit rating of any Series 2009-1 Letter
of Credit Provider has fallen below “P-1” as determined by Moody’s or “A-1” as
determined by Standard & Poor’s or the long-term debt credit rating of
any Series 2009-1 Letter of Credit Provider has fallen below “A1” as
determined by Moody’s or “A” as determined by Standard & Poor’s (with
respect to any Series 2009-1 Letter of Credit Provider, a “Series 2009-1
Downgrade Event”).  On the thirtieth
(30th) day after the occurrence of a Series 2009-1 Downgrade Event with
respect to any Series 2009-1 Letter of Credit Provider, the Administrator
shall notify the Trustee and the Administrative Agent in writing on such date
of (i) the greatest of (A) the excess, if any, of the Series 2009-1
Required Enhancement Amount over the Series 2009-1 Adjusted Enhancement
Amount, excluding the available amount under the Series 2009-1 Letter of
Credit issued by such Series 2009-1 Letter of Credit Provider, on such
date, (B) the excess, if any, of


 


65

















 


the Series 2009-1 Required Liquidity
Amount over the Series 2009-1 Adjusted Liquidity Amount, excluding the
available amount under such Series 2009-1 Letter of Credit, on such date,
and (C) the excess, if any, of the Series 2009-1 Demand Note Payment
Amount over the Series 2009-1 Letter of Credit Liquidity Amount, excluding
the available amount under such Series 2009-1 Letter of Credit, on such
date, and (ii) the amount available to be drawn on such Series 2009-1
Letter of Credit on such date.  Upon
receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York
City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York
City time) on such Business Day (or, in the case of any notice given to the
Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New
York City time) on the next following Business Day), draw on such Series 2009-1
Letter of Credit in an amount equal to the lesser of the amount in clause (i) or
clause (ii) of the immediately preceding sentence on such Business
Day by presenting a draft accompanied by a Series 2009-1 Certificate of
Termination Demand and shall cause the Series 2009-1 LOC Termination
Disbursement to be deposited in a Series 2009-1 Cash Collateral Account.


 


(d)           Reductions in Stated Amounts of the Series 2009-1
Letters of Credit.  If the Trustee
receives a written notice from the Lessee, substantially in the form of Exhibit D,
requesting a reduction in the stated amount of any Series 2009-1 Letter of
Credit, the Trustee shall within two Business Days of the receipt of such
notice deliver to the Series 2009-1 Letter of Credit Provider who issued
such Series 2009-1 Letter of Credit a Series 2009-1 Notice of
Reduction requesting a reduction in the stated amount of such Series 2009-1
Letter of Credit in the amount requested in such notice effective on the date
set forth in such notice, provided that on such effective date, after
giving effect to the requested reduction in the stated amount of such Series 2009-1
Letter of Credit, (i) the Series 2009-1 Adjusted Enhancement Amount
will equal or exceed the Series 2009-1 Required Enhancement Amount, (ii) the
Series 2009-1 Adjusted Liquidity Amount will equal or exceed the Series 2009-1
Required Liquidity Amount, and (iii) the Series 2009-1 Letter of
Credit Liquidity Amount will equal or exceed the Series 2009-1 Demand Note
Payment Amount.


 


(e)           Draws on the Series 2009-1 Letters of Credit.  If there is more than one Series 2009-1
Letter of Credit on the date of any draw on the Series 2009-1 Letters of
Credit pursuant to the terms of this Series Supplement (other than
pursuant to Sections 3.9(b) and (c) of this Series Supplement),
the Administrator shall instruct the Trustee, in writing, to draw on each Series 2009-1
Letter of Credit in an amount equal to the Pro Rata Share of the Series 2009-1
Letter of Credit Provider issuing such Series 2009-1 Letter of Credit of
the amount of such draw on the Series 2009-1 Letters of Credit.


 


(f)            Establishment of Series 2009-1 Cash Collateral
Account.  On or prior to the date of
any drawing under a Series 2009-1 Letter of Credit pursuant to Section 3.9(b) or
(c) of this Series Supplement, HVF shall establish and
maintain in the name of the Trustee for the benefit of the Series 2009-1
Noteholders, an account (the “Series 2009-1 Cash Collateral Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2009-1 Noteholders.  The Series 2009-1 Cash Collateral
Account shall be an Eligible Deposit Account. 
If the Series 2009-1 Cash Collateral Account is at any time no
longer an Eligible Deposit 


 


66

















 


Account, HVF shall, within 10 Business Days
of obtaining knowledge that the Series 2009-1 Cash Collateral Account is
no longer an Eligible Deposit Account, establish a new Series 2009-1 Cash
Collateral Account that is an Eligible Deposit Account.  If a new Series 2009-1 Cash Collateral
Account is established, HVF shall instruct the Trustee in writing to transfer
all cash and investments from the non-qualifying Series 2009-1 Cash
Collateral Account into the new Series 2009-1 Cash Collateral Account


 


(g)           Administration of the Series 2009-1 Cash
Collateral Account.  HVF may instruct
(by standing instructions or otherwise) the institution maintaining a Series 2009-1
Cash Collateral Account to invest funds on deposit in a Series 2009-1 Cash
Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Series 2009-1
Cash Collateral Account shall mature not later than the Business Day prior to
the first Payment Date following the date on which such funds were received
(including funds received upon a payment in respect of a Permitted Investment
made with funds on deposit in a Series 2009-1 Cash Collateral Account),
unless any Permitted Investment held in such Series 2009-1 Cash Collateral
Account is held with the Trustee, in which case such investment may mature on
such Payment Date so long as such funds shall be available for withdrawal on or
prior to such Payment Date.  HVF shall
not direct the Trustee to dispose of (or permit the disposal of) any Permitted
Investments prior to the maturity thereof to the extent such disposal would
result in a loss of the initial purchase price of such Permitted
Investment.  In the absence of written
investment instructions hereunder, funds on deposit in a Series 2009-1
Cash Collateral Account shall remain uninvested.


 


(h)           Earnings from Series 2009-1 Cash Collateral
Account.  All Series 2009-1 Cash
Collateral Account Interest and Earnings shall be deemed to be on deposit
therein and available for distribution.


 


(i)            Series 2009-1 Cash Collateral Account Surplus.  In the event that the Series 2009-1 Cash
Collateral Account Surplus on any Payment Date is greater than zero, the
Administrator may direct the Trustee to, and the Trustee, acting in accordance
with the written instructions of the Administrator (with a copy to the
Administrative Agent), shall, subject to the limitations set forth in this Section 3.9(i),
withdraw the amount specified by the Administrator from the Series 2009-1
Cash Collateral Account specified by the Administrator and apply such amount in
accordance with the terms of this Section 3.9(i).  The amount of any such withdrawal from the Series 2009-1
Cash Collateral Account shall be limited to the least of (a) the Series 2009-1
Available Cash Collateral Account Amount on such Payment Date, (b) the Series 2009-1
Cash Collateral Account Surplus on such Payment Date and (c) the excess,
if any, of the Series 2009-1 Letter of Credit Liquidity Amount on such
Payment Date over the Series 2009-1 Demand Note Payment Amount on such
Payment Date.  Any amounts withdrawn from
the Series 2009-1 Cash Collateral Account pursuant to this Section 3.9(i) shall
be paid:  first, to the Series 2009-1
Letter of Credit Providers, to the extent that there are unreimbursed Series 2009-1
Disbursements due and owing to such Series 2009-1 Letter of Credit
Providers in respect of the Series 2009-1 Letters of Credit, for
application in accordance with the provisions of the respective Series 2009-1
Letter of Credit Reimbursement Agreement, and second, to HVF any
remaining amounts.


 


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(j)            Termination of
Series 2009-1 Cash Collateral Account.  Upon the termination of this
Series Supplement in accordance with its terms, the Trustee, acting in
accordance with the written instructions of the Administrator, after the prior
payment of all amounts due and owing to the Series 2009-1 Noteholders and
payable from the Series 2009-1 Cash Collateral Account as provided herein,
shall withdraw from such Series 2009-1 Cash Collateral Account all amounts
on deposit therein and shall pay such amounts, first, pro rata
to the Series 2009-1 Letter of Credit Providers, to the extent that there
are unreimbursed Series 2009-1 Disbursements due and owing to such
Series 2009-1 Letter of Credit Providers, for application in accordance
with the provisions of the respective Series 2009-1 Letters of Credit, and
second, to HVF any remaining amounts.


 


Section 3.10.  
Series 2009-1 Distribution Account.


 


(a)           Establishment of
Series 2009-1 Distribution Account.  The Trustee shall establish and maintain in
the name of the Trustee for the benefit of the Series 2009-1 Noteholders
an account (the “Series 2009-1 Distribution Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2009-1 Noteholders.  The Series 2009-1 Distribution Account
shall be an Eligible Deposit Account.  If
the Series 2009-1 Distribution Account is at any time no longer an
Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining
knowledge that the Series 2009-1 Distribution Account is no longer an
Eligible Deposit Account, establish a new Series 2009-1 Distribution
Account that is an Eligible Deposit Account. 
If a new Series 2009-1 Distribution Account is established, HVF shall
instruct the Trustee in writing to transfer all cash and investments from the
non-qualifying Series 2009-1 Distribution Account into the new
Series 2009-1 Distribution Account. 
Initially, the Series 2009-1 Distribution Account will be
established with the Trustee.


 


(b)           Administration of the Series 2009-1
Distribution Account.  The
Administrator may instruct the institution maintaining the Series 2009-1
Distribution Account in writing to invest funds on deposit in the Series 2009-1
Distribution Account from time to time in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day prior to
the Payment Date following the date on which such funds were received
(including funds received upon a payment in respect of a Permitted Investment
made with funds on deposit in the Series 2009-1 Distribution Account),
unless any Permitted Investment held in the Series 2009-1 Distribution
Account is held with the Trustee, then such investment may mature on such
Payment Date and such funds shall be available for withdrawal on or prior to
such Payment Date.  All such Permitted
Investments will be credited to the Series 2009-1 Distribution
Account.  HVF shall not direct the
Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a
loss of the initial purchase price of such Permitted Investment.  In the absence of written investment
instructions hereunder, funds on deposit in the Series 2009-1 Distribution
Account shall remain uninvested.


 


(c)           Earnings from Series 2009-1
Distribution Account.  All
interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the


 


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Series 2009-1 Distribution Account shall
be deemed to be on deposit and available for distribution.


 


(d)           Series 2009-1
Distribution Account Constitutes Additional Collateral for Series 2009-1
Notes.  In order to secure and provide
for the repayment and payment of the Note Obligations with respect to the Series 2009-1
Notes, HVF hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Series 2009-1
Noteholders, all of HVF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired): (i) the Series 2009-1
Distribution Account, including any security entitlement thereto; (ii) all
funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Series 2009-1
Distribution Account or the funds on deposit therein from time to time; (iv) all
investments made at any time and from time to time with monies in the Series 2009-1
Distribution Account, whether constituting securities, instruments, general
intangibles, investment property, financial assets or other property; (v) all
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
the Series 2009-1 Distribution Account, the funds on deposit therein from
time to time or the investments made with such funds; and (vi) all
proceeds of any and all of the foregoing, including cash (the items in the
foregoing clauses (i) through (vi) are referred to,
collectively, as the “Series 2009-1 Distribution Account Collateral”).


 


Section 3.11.  
Trustee as Securities Intermediary.


 


(a)           The Trustee or other Person
holding the Series 2009-1 Collection Account, the Series 2009-1
Excess Collection Account, the Series 2009-1 Accrued Interest Account, the
Series 2009-1 Reserve Account, the Series 2009-1 Cash Collateral
Account or the Series 2009-1 Distribution Account (each a “Series 2009-1
Designated Account”) shall be the “securities intermediary” (as defined in Section 8-102
of the UCC in effect in the State of New York (the “New York UCC”) and a
“bank” (as defined in Section 9-102 of the New York UCC), in such
capacities, the “Securities Intermediary”).  If the Securities Intermediary in respect of
any Series 2009-1 Designated Account is not the Trustee, HVF shall obtain
the express agreement of such Person to the obligations of the Securities
Intermediary set forth in this Section 3.11.


 


(b)           The Securities Intermediary
agrees that:


 


(i)            The Series 2009-1
Designated Accounts are accounts to which “financial assets” within the meaning
of Section 8-102(a)(9) (“Financial Assets”) of the New York
UCC will be credited;


 


(ii)           All securities or other
property underlying any Financial Assets credited to any Series 2009-1
Designated Account shall be registered in the name of the Securities
Intermediary, indorsed to the Securities Intermediary or in blank or credited
to another securities account maintained in the name of the Securities
Intermediary and in no case will any Financial Asset credited to any
Series 2009-1


 


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Designated Account be
registered in the name of HVF, payable to the order of HVF or specially
endorsed to HVF;


 


(iii)          All property delivered to
the Securities Intermediary pursuant to this Series Supplement will be
promptly credited to the appropriate Series 2009-1 Designated Account;


 


(iv)          Each item of property
(whether investment property, security, instrument or cash) credited to a
Series 2009-1 Designated Account shall be treated as a Financial Asset;


 


(v)           If at any time the
Securities Intermediary shall receive any order from the Trustee directing
transfer or redemption of any Financial Asset relating to the
Series 2009-1 Designated Accounts, the Securities Intermediary shall
comply with such entitlement order without further consent by HVF or the
Administrator;


 


(vi)          The Series 2009-1
Designated Accounts shall be governed by the laws of the State of New York,
regardless of any provision of any other agreement.  For purposes of the UCC, New York shall be
deemed to the Securities Intermediary’s jurisdiction and the Series 2009-1
Designated Accounts (as well as the “securities entitlements” (as defined in Section
8-102(a)(17) of the New York UCC) related thereto) shall be governed by the
laws of the State of New York;


 


(vii)         The Securities Intermediary
has not entered into, and until termination of this Series Supplement,
will not enter into, any agreement with any other Person relating to the Series 2009-1
Designated Accounts and/or any Financial Assets credited thereto pursuant to
which it has agreed to comply with entitlement orders (as defined in Section
8-102(a)(8) of the New York UCC) of such other Person and the Securities
Intermediary has not entered into, and until the termination of this
Series Supplement will not enter into, any agreement with HVF purporting
to limit or condition the obligation of the Securities Intermediary to comply
with entitlement orders as set forth in Section 3.11(b)(v) of
this Series Supplement; and


 


(viii)        Except for the claims and
interest of the Trustee and HVF in the Series 2009-1 Designated Accounts,
the Securities Intermediary knows of no claim to, or interest, in the
Series 2009-1 Designated Accounts or in any Financial Asset credited
thereto.  If the Securities Intermediary
has actual knowledge of the assertion by any other person of any lien,
encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant
of attachment, execution or similar process) against any Series 2009-1
Designated Account or in any Financial Asset carried therein, the Securities
Intermediary will promptly notify the Trustee, the Administrator and HVF
thereof.


 


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(c)           The Trustee shall possess
all right, title and interest in all funds on deposit from time to time in the Series 2009-1
Designated Accounts and in all proceeds thereof, and shall be the only person
authorized to originate entitlement orders in respect of the Series 2009-1
Designated Accounts.


 


Section 3.12.  
Series 2009-1 Interest Rate Caps.


 


(a)           On or prior to the first
Increase hereunder, HVF shall acquire one or more Series 2009-1 Interest
Rate Caps from an Eligible Interest Rate Cap Provider.  At the time of the acquisition of the initial
Series 2009-1 Interest Rate Caps, the aggregate notional amount of all Series 2009-1
Interest Rate Caps shall equal the Series 2009-1 Maximum Principal Amount,
and the aggregate notional amount of all Series 2009-1 Interest Rate Caps
may be reduced to the extent that the Series 2009-1 Maximum Principal
Amount is reduced after the acquisition of the initial Series 2009-1
Interest Rate Caps but shall not at any time be less than the Series 2009-1
Maximum Principal Amount at such time. 
HVF shall acquire one or more additional Series 2009-1 Interest
Rate Caps in connection with any increase of the Series 2009-1 Maximum
Principal Amount such that the aggregate notional amounts of all Series 2009-1
Interest Rate Caps shall equal the Series 2009-1 Maximum Principal Amount
after giving effect to such increase. The strike rate of each Series 2009-1
Interest Rate Cap shall not be greater than 5%. Each Series 2009-1
Interest Rate Cap shall have a term of at least until the Legal Final Payment
Date.  HVF shall satisfy the Series 2009-1
Rating Agency Condition in connection with its acquisition of any Series 2009-1
Interest Rate Cap or replacement thereof.


 


(b)           If, at any time, an Interest
Rate Cap Provider (and, if the present and future obligations of an Interest
Rate Cap Provider under its Series 2009-1 Interest Rate Cap are guaranteed
pursuant to a guarantee (in form and substance satisfactory to the Rating
Agencies and satisfying the other requirements set forth in the related Series 2009-1
Interest Rate Cap), the related guarantor) fails to satisfy the Moody’s First
Trigger Required Ratings, then the Interest Rate Cap Provider will be required,
pursuant to the terms of the Series 2009-1 Interest Rate Cap, at the
Interest Rate Cap Provider’s expense, to post and maintain collateral pursuant
to a credit support annex entered into in connection with the Series 2009-1
Interest Rate Cap (the “Credit Support Annex”).


 


(c)           If, at any time, an Interest
Rate Cap Provider is not an Eligible Interest Rate Cap Provider, then such
Interest Rate Cap Provider will be required, pursuant to the terms of the Series 2009-1
Interest Rate Cap, at such Interest Rate Cap Provider’s expense, to obtain a
replacement interest rate cap on the same terms as the Series 2009-1
Interest Rate Cap (or with such modifications as are acceptable to the Rating
Agencies) from an Eligible Interest Rate Cap Provider and, simultaneously with
such replacement, HVF shall terminate the Series 2009-1 Interest Rate Cap
being replaced; provided that no termination of the Series 2009-1 Interest Rate
Cap shall occur until HVF has entered into a replacement Series 2009-1
Interest Rate Cap. Each Series 2009-1 Interest Rate Cap must provide that
if the Interest Rate Cap Provider is required to obtain a replacement as
described in the preceding sentence and such replacement is not obtained within
the period specified in the Series 2009-1 Interest Rate Cap, then the


 


71

















 


Interest Rate Cap Provider must, until such
replacement is obtained or such Interest Rate Cap Provider again becomes an
Eligible Interest Rate Cap Provider, collateralize its obligations under such Series 2009-1
Interest Rate Cap in an amount determined pursuant to the Credit Support
Annex.  If HVF is unable to cause such
Interest Rate Cap Provider to take any of the actions described in this Section
3.12(c) after making commercially reasonable efforts, HVF will obtain a
replacement Series 2009-1 Interest Rate Cap at the expense of the replaced
Interest Rate Cap Provider or, if the replaced Interest Rate Cap Provider fails
to make such payment, at the expense of HVF (in which event, such amount will
be considered Indenture Carrying Charges and paid solely from Interest
Collections available pursuant to Section 3.3(f) of this Series Supplement).


 


(d)           Each Series 2009-1
Noteholder by its acceptance of a Series 2009-1 Note hereby acknowledges
and agrees, and directs the Trustee to acknowledge and agree, and the Trustee,
at such direction, hereby acknowledges and agrees, that any collateral posted
by an Interest Rate Cap Provider pursuant to clause (b) or (c) above
(A) is collateral solely for the obligations of such Interest Rate Cap
Provider under its Series 2009-1 Interest Rate Cap, (B) does not
constitute collateral for the Series 2009-1 Notes (provided that in order
to secure and provide for the payment of the Note Obligations with respect to
the Series 2009-1 Notes, HVF has pledged each Series 2009-1 Interest
Rate Cap and its security interest in any collateral posted in connection
therewith as collateral for the Series 2009-1 Notes), and (C) will in
no event be available to satisfy any obligations of HVF hereunder or otherwise
unless and until such Interest Rate Cap Provider defaults in its obligations
under its Series 2009-1 Interest Rate Cap and such collateral is applied
in accordance with the terms of such Series 2009-1 Interest Rate Cap to
satisfy such defaulted obligations of such Interest Rate Cap Provider.


 


(e)           HVF shall require all
proceeds of each Series 2009-1 Interest Rate Cap (including amounts
received in respect of the obligations of the related Interest Rate Cap
Provider from a guarantor or from the application of collateral posted by such
Interest Rate Cap Provider) to be paid to the Collection Account, and the
Trustee shall allocate all such proceeds to the Series 2009-1 Accrued
Interest Account in accordance with Section 3.2 of this Series Supplement.


 


(f)            To secure payment of the
Note Obligations with respect to the Series 2009-1 Notes, HVF hereby
grants a security interest in, and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2009-1 Noteholders, all
of HVF’s right, title and interest, whether now or hereafter existing or
acquired, in the Series 2009-1 Interest Rate Caps and all proceeds
thereof.


 


Section 3.13.  
Series 2009-1 Demand Note Constitutes Additional Collateral for
Series 2009-1 Notes.


 


(a)           In order to secure and
provide for the repayment and payment of the Note Obligations with respect to
the Series 2009-1 Notes, HVF hereby grants a security interest in and
assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2009-1 Noteholders, all of HVF’s right, title and
interest in and to the following (whether now or hereafter existing or
acquired): (i) the Series 2009-1


 


72

















 


Demand Note; (ii) all certificates and
instruments, if any, representing or evidencing the Series 2009-1 Demand
Note; and (iii) all proceeds of any and all of the foregoing, including
cash.  On the date hereof, HVF shall
deliver to the Trustee, for the benefit of the Series 2009-1 Noteholders, the Series 2009-1
Demand Note, endorsed in blank.  The
Trustee, for the benefit of the Series 2009-1 Noteholders, shall be the
only Person authorized to make a demand for payment on the Series 2009-1
Demand Note.


 


(b)           Other than pursuant to a
payment made upon a demand thereon by the Trustee, HVF shall not reduce the
amount of the Series 2009-1 Demand Note or forgive amounts payable
thereunder so that the outstanding principal amount of the Series 2009-1 Demand
Note after such reduction or forgiveness is less than the Series 2009-1
Letter of Credit Liquidity Amount.  HVF
shall not agree, to any amendment of the Series 2009-1 Demand Note without
first satisfying the Series 2009-1 Rating Agency Condition and obtaining
the prior written consent of each Funding Agent.


 


(c)           Other than pursuant to a
demand thereon pursuant to Section 3.5(b) or (c) of
this Series Supplement, HVF shall not reduce the amount of the Series 2009-1
Demand Note or forgive amounts payable thereunder so that the outstanding
principal amount of the Series 2009-1 Demand Note after such forgiveness
or reduction is less than the greater of (i) the Series 2009-1 Letter
of Credit Liquidity Amount and (ii) an amount equal to 3.00% of the Series 2009-1
Principal Amount.


 


ARTICLE IV


 


AMORTIZATION
EVENTS


 


In
addition to the Amortization Events set forth in Section 9.1 of the
Base Indenture, the following shall be Amortization Events with respect to the Series 2009-1
Notes and shall constitute the Amortization Events set forth in Section 9.1(j)
of the Base Indenture with respect to the Series 2009-1 Notes:


 


(a)           HVF defaults in the payment
of any interest on, or other amount payable in respect of, the Series 2009-1
Notes (other than the payments described in clauses (b), (e) and (f) below)
when the same becomes due and payable and such default continues for a period
of three (3) Business Days;


 


(b)           HVF defaults in the payment
of any principal of the Series 2009-1 Notes when the same becomes due and
payable on the applicable Legal Final Payment Date;


 


(c)           a Series 2009-1
Enhancement Deficiency shall occur and continue for at least three (3) Business
Days;


 


(d)           a Series 2009-1
Liquidity Deficiency shall occur and continue for at least three (3) Business
Days;


 


(e)           all principal of and
interest on the Series 2009-1 Notes is not paid in full on or before the
Expected Final Payment Date;


 


73

















 


(f)            the Series 2009-1
Controlled Amortization Amount is not paid on any Series 2009-1 Controlled
Amortization Payment Date and, other than with respect to the final Series 2009-1
Controlled Amortization Payment Date, such failure continues for a period of
three (3) Business Days;


 


(g)           the Series 2009-1 Asset
Amount shall be less than the Series 2009-1 Required Asset Amount for at
least three (3) Business Days;


 


(h)           the Principal Deficit Amount
shall be greater than zero;


 


(i)            the Collection Account, any
Collateral Account, any Series 2009-1 Series Account, the Series 2009-1
Distribution Account or any HVF Exchange Account shall be subject to an
injunction, estoppel or other stay or a Lien (other than a Permitted Lien) and
30 days shall have elapsed without such Lien having been released or
discharged;


 


(j)            (A) the Series 2009-1
Reserve Account shall be subject to an injunction, estoppel or other stay or a
Lien (other than a Permitted Lien) for at least three (3) Business Days or
(B) the Trustee shall cease to have a valid and perfected first priority
security interest in the Series 2009-1 Reserve Account Collateral (or any
of the Lessee, HVF or any Affiliate of either so assets in writing) and, in each
case, either (x) a Series 2009-1 Enhancement Deficiency would result
from excluding the Series 2009-1 Available Reserve Account Amount from the
Series 2009-1 Enhancement Amount or (y) the Series 2009-1
Adjusted Liquidity Amount, excluding therefrom the Series 2009-1 Available
Reserve Account Amount, would be less than the Series 2009-1 Required
Liquidity Amount;


 


(k)           from and after the funding
of the Series 2009-1 Cash Collateral Account, (A) the Series 2009-1
Cash Collateral Account shall be subject to an injunction, estoppel or other
stay or a Lien (other than a Permitted Lien) for at least three (3) Business
Days or (B) the Trustee shall cease to have a valid and perfected first
priority security interest in the Series 2009-1 Cash Collateral Account Collateral
(or any of the Lessee, HVF or any Affiliate of either so assets in writing)
and, in each case, either (x) a Series 2009-1 Enhancement Deficiency
would result from excluding the Series 2009-1 Available Cash Collateral
Account Amount from the Series 2009-1 Enhancement Amount or (y) the Series 2009-1
Adjusted Liquidity Amount, excluding therefrom the Series 2009-1 Available
Cash Collateral Account Amount, would be less than the Series 2009-1
Required Liquidity Amount;


 


(l)            a Change of Control shall have
occurred;


 


(m)          at any time on or after the
date of the first Increase hereunder, HVF shall fail to acquire and maintain in
force one or more Series 2009-1 Interest Rate Caps at the times and in the
notional amounts required by the terms of Section 3.12 of this Series Supplement;


 


(n)           the Trustee shall for any
reason cease to have a valid and perfected first priority security interest in
the Series 2009-1 Collateral (other than the Series 2009-1


 


74

















 


Reserve Account Collateral and the Series 2009-1
Cash Collateral Account Collateral) or any of the Lessee, HVF or any Affiliate
of either so asserts in writing;


 


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


 


(p)           the occurrence of a Servicer
Default or an Administrator Default;


 


(q)           an Amortization Event with
respect to any Existing Series of Notes shall have occurred (other than an
Insurer Related Amortization Event with respect to any such Existing Series of
Notes);


 


(r)            HVF fails to comply with any
of its other agreements or covenants in, or provisions of, the Series 2009-1
Notes, the Indenture, this Series Supplement or any other Related Document
and the failure to so comply materially and adversely affects the interests of
the Series 2009-1 Noteholders and continues to materially and adversely
affect the interests of the Series 2009-1 Noteholders for a period of
thirty (30) days after the earlier of (i) the date on which HVF obtains
knowledge thereof or (ii) the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to HVF by the Trustee
or to HVF and the Trustee by the Administrative Agent;


 


(s)           any representation made by
HVF in the Indenture, this Series Supplement or any other Related Document
is false and such false representation materially and adversely affects the
interests of the Series 2009-1 Noteholders and such false representation
is not cured for a period of thirty (30) days after the earlier of (i) the
date on which HVF obtains knowledge thereof or (ii) the date that written
notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the
Administrative Agent;


 


(t)            the Administrator fails to
comply with any of its other agreements or covenants in, or provisions of, any
Related Document (other than any Related Document relating solely to a
Segregated Series of Notes) or any representation made by the
Administrator in any Related Document (other than any Related Document relating
solely to a Segregated Series of Notes) is false and the failure to so
comply or such false representation, as the case may be, materially and
adversely affects the interests of the Series 2009-1 Noteholders and
continues to materially and adversely affect the interests of the Series 2009-1
Noteholders for a period of thirty (30) days after the earlier of (i) the
date on which the Administrator obtains knowledge thereof or (ii) the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Administrator by the Trustee or to the
Administrator and the Trustee by the Administrative Agent;


 


(u)           HVF or the Administrator
shall fail to comply with Section 8.01(b) of the Series 2009-1
Note Purchase Agreement (provided that, if the Series 2009-1
Noteholders are not materially and adversely affected by such failure, such
failure must continue for a period of five (5) Business Days after the
earlier of (i) the date on which HVF or the Administrator obtains
knowledge thereof or (ii) the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to HVF or the
Administrator, as applicable, by the Trustee or to HVF or the Administrator, as



 


75

















 


applicable, and the Trustee by the Administrative
Agent before such failure shall constitute an Amortization Event);


 


(v)           (I) HVF or the
Administrator shall fail to comply with their respective obligations under the
Back-Up Administration Agreement in any material respect and the failure to so
comply materially and adversely affects the interests of the Series 2009-1
Noteholders and continues to materially and adversely affect the interests of
the Series 2009-1 Noteholders for a period of thirty (30) days after the
earlier of (i) the date on which HVF or the Administrator, as applicable,
obtains knowledge thereof or (ii) the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to HVF and
the Administrator by the Trustee or to HVF, the Administrator and the Trustee
by the Administrative Agent or (II) the Back-Up Administration Agreement
or any material portion thereof shall cease, for any reason, to be in full
force and effect or enforceable in accordance with its terms for a period of
thirty (30) days after the earlier of (i) the date on which HVF or the
Administrator, as applicable, obtains knowledge thereof or (ii) the date
on which written notice of thereof shall have been given to HVF and the
Administrator by the Trustee or to HVF, the Administrator and the Trustee by
the Administrative Agent (unless such failure to be in full force and effect or
failure to be enforceable is a result of a breach of the Back-Up Administration
Agreement or any portion thereof by HVF or the Administrator, in which case such
thirty (30) day grace period shall not apply); or


 


(w)          (I) the Administrator,
in its capacity as Servicer, shall fail to comply with its obligations under
the Back-Up Disposition Agreement in any material respect and the failure to so
comply materially and adversely affects the interests of the Series 2009-1
Noteholders and continues to materially and adversely affect the interests of
the Series 2009-1 Noteholders for a period of thirty (30) days after the
earlier of (i) the date on which the Administrator or HVF obtains
knowledge thereof or (ii) the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Administrator and HVF by the Trustee or to the Administrator, HVF and the
Trustee by the Administrative Agent or (II) the Back-Up Disposition Agent
Agreement or any material portion thereof shall cease, for any reason, to be in
full force and effect or enforceable in accordance with its terms for a period
of thirty (30) days after the earlier of (i) the date on which HVF or the
Administrator, as applicable, obtains knowledge thereof or (ii) the date on
which written notice thereof shall have been given to HVF and the Administrator
by the Trustee or to HVF, the Administrator and the Trustee by the Administrative
Agent (unless such failure to be in full force and effect or failure to be
enforceable is a result of a breach of the Back-Up Disposition Agreement or any
portion thereof by the Administrator, in its capacity as Servicer, in which
case such thirty (30) day grace period shall not apply).


 


In
the case of


 


(i)            any event described in clauses
(a) through (n) above, an Amortization Event with respect
to the Series 2009-1 Notes will immediately occur without any notice or other
action on the part of the Trustee or any Series 2009-1 Noteholder or


 


76














 


(ii)           any event
described in clauses (o) through (w) above, either the
Trustee may, by written notice to HVF or the Required Noteholders with respect
to the Series 2009-1 Notes may, by written notice to HVF and the Trustee
declare that an Amortization Event with respect to the Series 2009-1 Notes
has occurred as of the date of the notice.


 


An Amortization Event with respect to the Series 2009-1
Notes described in clauses (a) through (l), (n) through
(q), (r) (with respect to any agreement, covenant or provision
in the Series 2009-1 Notes, the Indenture, this Series Supplement or
any other Related Document the amendment or modification of which requires the
consent of Series 2009-1 Noteholders holding more than 662/3% of the Series 2009-1 Principal Amount or which
otherwise prohibits HVF from taking any action without the consent of Series 2009-1
Noteholders holding more than 662/3 of the Series 2009-1
Principal Amount), (t), (u), (v) and (w) above
may be waived solely with the written consent of Series 2009-1 Noteholders
holding 100% of the Series 2009-1 Principal Amount.  An Amortization Event with respect to the Series 2009-1
Notes described in clauses (m), (r) (other than with respect to any
agreement, covenant or provision in the Series 2009-1 Notes, the Indenture,
this Series Supplement or any other Related Document the amendment or
modification of which requires the consent of Series 2009-1 Noteholders
holding more than 662/3% of the Series 2009-1
Principal Amount or which otherwise prohibits HVF from taking any action
without the consent of Series 2009-1 Noteholders holding more than 662/3% of the Series 2009-1 Principal Amount) and (s) may
be waived in accordance with Section 9.4 of the Base Indenture.  In the event of a waiver of any Amortization
Event described above, the Trustee shall provide notification thereof to each
Rating Agency.


 


Notwithstanding anything herein to the
contrary, an Amortization Event with respect to the Series 2009-1 Notes
described in clause (n) above shall be curable at any time.


 


ARTICLE V


 


FORM OF SERIES 2009-1 NOTES


 


Section 5.1.  
Issuance of Series 2009-1 Notes. 
The Series 2009-1 Notes will be issued in the form of definitive
notes in fully registered form without interest coupons, substantially in the
form set forth in Exhibit A-1 hereto, and will be sold to the Series 2009-1
Noteholders pursuant to and in accordance with the Series 2009-1 Note
Purchase Agreement and shall be duly executed by HVF and authenticated by the
Trustee in the manner set forth in Section 2.4 of the Base
Indenture.  Other than in accordance with
this Series Supplement and the Series 2009-1 Note Purchase Agreement,
the Series 2009-1 Notes will not be permitted to be transferred, assigned,
exchanged or otherwise pledged or conveyed by the Series 2009-1
Noteholders.  The initial Series 2009-1
Notes issued on the Series 2009-1 Closing Date shall bear a face amount
equal to up to the Series 2009-1 Maximum Principal Amount as of the Series
2009-1 Closing Date, and shall be initially issued in a principal amount equal
to the Series 2009-1 Initial Principal Amount.  Additional Series 2009-1 Notes (“Additional
Series 2009-1 Notes”) may be issued subsequent to the Series 2009-1
Closing Date in accordance with Section 2.1


 


77

















 


hereof in connection with the addition of an
Additional Investor Group pursuant to Section 9.16 of the Series 2009-1
Note Purchase Agreement.   Additional Series 2009-1
Notes shall bear a face amount equal to up to the Maximum Investor Group
Principal Amount with respect to the related Additional Investor Group and
shall initially be issued in a principal amount equal to the Additional
Investor Group Initial Principal Amount with respect to such Additional
Investor Group.  Upon the issuance of any
Additional Series 2009-1 Notes, the Series 2009-1 Maximum Principal
Account shall be increased by an amount equal to the Maximum Investor Group
Principal Amount with respect to the related Additional Investor Group.  The Trustee shall, or shall cause the
Registrar, to record any Increases, Decreases or additional issuances with
respect to the Series 2009-1 Principal Amount such that the principal
amount of the Series 2009-1 Notes that are outstanding accurately reflects
all such Increases, Decreases and additional issuances.


 


The Series 2009-1 Notes may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange or as may, consistently herewith, be determined by the
officers executing such Series 2009-1 Notes, as evidenced by their
execution of the Series 2009-1 Notes. 
The Series 2009-1 Notes may be produced in any manner, all as determined
by the officers executing such Series 2009-1 Notes, as evidenced by their
execution of such Series 2009-1 Notes. The initial sale of the Series 2009-1
Notes is limited to Persons who have executed the Series 2009-1 Note
Purchase Agreement.  The sale of
Additional Series 2009-1 Notes shall be limited to Persons who become a
party to the Series 2009-1 Note Purchase Agreement in accordance with Section 9.16
thereof.


 


Section 5.2.   Transfer of Series 2009-1
Notes.


 


(a)           Subject
to the terms of the Indenture and the Series 2009-1 Note Purchase
Agreement, the holder of any Series 2009-1 Note may transfer the same in
whole or in part, in an amount equivalent to an authorized denomination, by
surrendering such Series 2009-1 Note at the office maintained by the
Registrar for such purpose pursuant to Section 2.5(a) of the
Base Indenture, with the form of transfer endorsed on it duly completed and
executed by, or accompanied by a written instrument of transfer in form
satisfactory to HVF and the Registrar by, the holder thereof and accompanied by
a certificate substantially in the form of Exhibit E hereto;
provided, that if the holder of any Series 2009-1 Note transfers, in whole
or in part, its interest in any Series 2009-1 Note pursuant to (i) an
Assignment and Assumption Agreement substantially in the form of Exhibit B
to the Series 2009-1 Note Purchase Agreement or (ii) an Investor
Group Supplement substantially in the form of Exhibit C to the Series 2009-1
Note Purchase Agreement, then such Series 2009-1 Noteholder will not be
required to submit a certificate substantially in the form of Exhibit E
hereto upon transfer of its interest in such Series 2009-1 Note.  In exchange for any Series 2009-1 Note
properly presented for transfer, HVF shall execute and the Trustee shall
promptly authenticate and deliver or cause to be authenticated and delivered in
compliance with applicable law, to the transferee at such office, or send by
mail (at the risk of the transferee) to such address as the transferee may
request, Series 2009-1 Notes for the same aggregate principal amount as
was transferred.  In the case of the
transfer of any Series 2009-1 Note in part, HVF


 


78

















 


shall execute and the
Trustee shall promptly authenticate and deliver or cause to be authenticated
and delivered to the transferor at such office, or send by mail (at the risk of
the transferor) to such address as the transferor may request, Series 2009-1
Notes for the aggregate principal amount that was not transferred.  No transfer of any Series 2009-1 Note shall
be made unless the request for such transfer is made by the Series 2009-1
Noteholder at such office.  Neither HVF
nor the Trustee shall be liable for any delay in delivery of transfer
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions.  Upon the
issuance of transferred Series 2009-1 Notes, the Trustee shall recognize
the Holders of such Series 2009-1 Note as Series 2009-1 Noteholders.


 


(b)           Each Series 2009-1 Note
shall bear the following legend:


 


THIS SERIES 2009-1 NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR WITH ANY STATE SECURITIES OR “BLUE SKY” LAWS.  THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF,
AGREES FOR THE BENEFIT OF HVF THAT SUCH SERIES 2009-1 NOTE IS BEING ACQUIRED
FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF
RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OR (D) PURSUANT
TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION,
SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (C),
TO REQUIRE THE DELIVERY TO IT OF A PURCHASER’S LETTER IN THE FORM OF EXHIBIT
E TO THE SERIES 2009-1 SUPPLEMENT CERTIFYING, AMONG OTHER THINGS, THAT SUCH
PURCHASER IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND SUBJECT TO
THE RIGHT OF HVF, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (D), TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO IT.


 


The required legends set forth above shall
not be removed from the Series 2009-1 Notes except as provided herein.


 


ARTICLE VI


 


GENERAL


 


Section 6.1.  
Optional Redemption of Series 2009-1 Notes.  The Series 2009-1 Notes shall be subject
to repurchase (in whole) by HVF at its option, upon three (3) Business
Days’ prior written notice to the Trustee, in accordance with Section 6.1
of 


 


79

















 


the Base Indenture at any time.  The repurchase price for any Series 2009-1
Note (in each case, the “Series 2009-1 Repurchase Amount”) shall
equal the sum of (a) the aggregate outstanding principal balance of such Series 2009-1
Notes (determined after giving effect to any payments of principal and interest
on the Payment Date immediately preceding the date of purchase pursuant to this
Section 6.1), plus (b) (i) with respect to the portion of
such principal balance which was funded with Series 2009-1 Commercial
Paper issued at a discount, all accrued and unpaid discount on such Series 2009-1
Commercial Paper from the issuance date(s) thereof to the date of purchase
under this Section 6.1 and the aggregate discount to accrue on such
Series 2009-1 Commercial Paper from the date of purchase under this Section 6.1
to the maturity date of such Series 2009-1 Commercial Paper, or (ii) with
respect to the portion of such principal balance which was funded with Series 2009-1
Commercial Paper that was not issued at a discount, all accrued and unpaid
interest on such Series 2009-1 Commercial Paper from the issuance date(s) thereof
to the date of purchase under this Section 6.1 (and any breakage
costs associated with the prepayment of such interest-bearing Series 2009-1
Commercial Paper), or (iii) with respect to the portion of such principal
balance which was funded other than with Series 2009-1 Commercial Paper,
all accrued and unpaid interest on such principal balance through the date of
purchase under this Section 6.1, plus (c) any other amounts
then due and payable to the holders of such Series 2009-1 Notes pursuant
hereto and pursuant to the Series 2009-1 Note Purchase Agreement.


 


Section 6.2.  
Information.  (a)  On or
before the fourth Business Day prior to each Payment Date (unless otherwise
agreed to by the Trustee), HVF shall cause the Administrator to furnish to the
Trustee a Monthly Noteholders’ Statement with respect to the Series 2009-1
Notes, in a Microsoft Excel electronic file (or similar electronic file)
substantially in the form of Exhibit F-1, setting forth, inter
alia, the following information:


 


(i)            the total
amount available to be distributed to Series 2009-1 Noteholders on such
Payment Date;


 


(ii)           the amount of
such distribution allocable to the payment of principal of the Series 2009-1
Notes;


 


(iii)          the amount of
such distribution allocable to the payment of interest on the Series 2009-1
Notes;


 


(iv)          the Series 2009-1
Controlled Amortization Amount, if any, for the related Series 2009-1
Controlled Amortization Payment Date;


 


(v)           the Series 2009-1
Invested Percentage with respect to Interest Collections and with respect to
Principal Collections for the period from and including the second
Determination Date preceding such Payment Date to but excluding the
Determination Date immediately preceding such Payment Date;


 


(vi)          the Series 2009-1
Enhancement Amount, the Series 2009-1 Adjusted Enhancement Amount, the Series 2009-1
Liquidity Amount, the Series


 


80

















 


2009-1
Adjusted Liquidity Amount, in each case, as of the close of business on the
last day of the Related Month;


 


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


 


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


 


(ix)           whether, to the
knowledge of the Administrator, any Amortization Event or Potential
Amortization Event with respect to the Series 2009-1 Notes has occurred;


 


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


 


(xi)           the Bankrupt
Manufacturer Vehicle Amount, the Bankrupt Manufacturer Vehicle Percentage, the
Capped Category 2 Manufacturer Program Vehicle Percentage, the Category 1
Manufacturer Eligible Program Vehicle Amount, the Category 1 Manufacturer
Eligible Program Vehicle Percentage, the Category 1 Manufacturer Non-Eligible
Program Vehicle Amount, the Category 1 Manufacturer Non-Eligible Program
Vehicle Percentage, the Category 2 Manufacturer Eligible Program Vehicle
Amount, the Category 2 Manufacturer Eligible Program Vehicle Percentage, the
Category 2 Manufacturer Non-Eligible Program Vehicle Amount, the Category 2
Manufacturer Non-Eligible Program Vehicle Percentage, the Category 2
Manufacturer Program Vehicle Percentage, the Category 3 Manufacturer Vehicle
Amount, the Manufacturer Eligible Program Vehicle Amount, the Manufacturer
Non-Eligible Program Vehicle Amount, the Manufacturer Non-Eligible Vehicle
Amount, the Non-Eligible Vehicle Amount, the Non-Investment Grade Manufacturer
Program Vehicle Amount, the Non- Program Vehicle Amount, the Non-Program
Vehicle Percentage and the Standard & Poor’s Ineligible Receivable
Manufacturer Receivable Amount as of the close of business on the last day of
the Related Month;


 


(xii)          the
Non-Eligible Manufacturer Amount as of the close of business on the last day of
the Related Month;


 


(xiii)         the Series 2009-1
Highest Enhancement Percentage, the Series 2009-1  Intermediate Enhancement Percentage, the Series 2009-1
Lowest Enhancement Percentage, Series 2009-1 Intermediate Enhancement
Vehicle Percentage, the Series 2009-1 Required Enhancement Percentage, Series 2009-1
Standard & Poor’s Enhancement Amount, Series 20091 Standard &
Poor’s Enhancement Percentage, Series 2009-1 Standard & Poor’s
Additional Incremental Enhancement Amount and Series 2009-1 Standard &
Poor’s Additional Enhancement Amount as of the close of business on the last
day of the


 


81

















 


Related
Month and the Market Value Average and Non-Program Vehicle Measurement Month
Average and all calculations related thereto;


 


(xiv)        the Aggregate
BMW/Lexus/Mercedes/Audi Amount, the Aggregate Kia/Subaru/Hyundai Amount, the
Audi Amount, the BMW Amount, the Ford Amount, the Honda Amount, the Hyundai
Amount, the Jaguar Amount, the Kia Amount, the Land Rover Amount, the Lexus
Amount, the Mazda Amount, the Mercedes Amount, the Mitsubishi Amount, the
Chrysler Amount, the GM Amount, the Nissan Amount, the Old Chrysler Amount, the
Old GM Amount, the Subaru Amount, the Suzuki Amount, the Toyota Amount, the
Volvo Amount and the Volkswagen Amount as of the close of business on the last
day of the Related Month;


 


(xv)         the Series 2009-1
Required Incremental Enhancement Amount, if any, as of the close of business on
the last day of the Related Month;


 


(xvi)        the Series 2009-1
Required Liquidity Amount, if any, as of the close of business on the last day
of the Related Month, and whether a Series 2009-1 Liquidity Deficiency
with respect to any Class of Series 2009-1 Notes existed and the
amount thereof, in each case, as of the close of business on the last day of
the Related Month;


 


(xvii)       the Series 2009-1
Required Enhancement Amount as of the close of business on the last day of the
Related Month, and whether a Series 2009-1 Enhancement Deficiency with
respect to any Class of Series 2009-1 Notes existed and the amount
thereof, in each case, as of the close of business on the last day of the
Related Month;


 


(xviii)      the Series 2009-1
Required Overcollateralization Amount, the Series 2009-1
Overcollateralization Amount and the Series 2009-1 Required Asset Amount,
in each case, as of the close of business on the last day of the Related Month;


 


(xix)         the Series 2009-1
Required Reserve Account Amount and the Series 2009-1 Available Reserve
Account Amount, in each case, as of the close of business on the last day of
the Related Month;


 


(xx)          the percentage,
Manufacturer Eligible Program Vehicle Amount and rating of the related
Manufacturer of all HVF Vehicles, with respect to each Manufacturer including
such information grouped according to whether each such Manufacturer is a
Category 1 Manufacturer, a Category 2 Manufacturer, a Category 3 Manufacturer
or a Standard & Poor’s Ineligible Receivable Manufacturer, as of the
close of business on the last day of the Related Month which were Eligible
Program Vehicles manufactured by such Manufacturer;


 


(xxi)         the percentage,
Manufacturer Non-Eligible Vehicle Amount and rating of the related Manufacturer
of all HVF Vehicles, with respect to each Manufacturer which is not an Eligible
Program Manufacturer, as of the close of


 


82

















 


business
on the last day of the Related Month which were Program Vehicles manufactured
by such Manufacturer;


 


(xxii)        the percentage,
Manufacturer Non-Eligible Vehicle Amount and rating of the related Manufacturer
of all HVF Vehicles, with respect to each Manufacturer, as of the close of
business on the last day of the Related Month that were Non-Program Vehicles
manufactured by such Manufacturer;


 


(xxiii)       the Series 2009-1
Letter of Credit Liquidity Amount, the Series 2009-1 Demand Note Payment
Amount and the Series 2009-1 Letter of Credit Amount, in each case, as of
the close of business on the last day of the Related Month; and


 


(xxiv)       the Series 2009-1
Principal Amount and the Series 2009-1 Adjusted Principal Amount, in each
case, as of such Payment Date.


 


The Trustee shall
provide to the Series 2009-1 Noteholders, or their designated agent,
copies of each Monthly Noteholders’ Statement.


 


(b)           After an Insurer Related Amortization Event has occurred and for so long
as such Insurer Related Amortization Event continues with respect to any
Existing Series of Notes, HVF shall promptly furnish,
or cause the Administrator to promptly furnish, to the Trustee notice thereof.  In the event that any such Insurer Related
Amortization Event becomes a Limited Liquidation Event of Default under the
related Existing Series Supplement and Noteholders under such Existing Series of
Notes have directed the Trustee to commence (either through its agents or
otherwise) or cause the commencement of liquidation of any HVF Vehicles as a
result of such Limited Liquidation Event of Default, then on the third Business
Day of each calendar week during which such Insurer Related Amortization Event continues,
HVF shall furnish, or cause the Administrator to furnish to the Trustee a
Weekly Noteholders’ Statement with respect to the Series 2009-1 Notes, in
a Microsoft Excel electronic file (or similar electronic file) substantially in
the form of Exhibit F-2, setting forth, inter alia, the following
information:


 


(i)            the Series 2009-1
Enhancement Amount, the Series 2009-1 Adjusted Enhancement Amount, the Series 2009-1
Liquidity Amount, the Series 2009-1 Adjusted Liquidity Amount, in each
case, as of the close of business on the last Business Day of the prior
calendar week;


 


(ii)           the Aggregate
Asset Amount and the amount of the Aggregate Asset Amount Deficiency, if any,
as of the close of business on the last Business Day of the prior calendar
week;


 


(iii)          the Series 2009-1
Required Enhancement Incremental Amount, if any, as of the close of business on
the last Business Day of the prior calendar week;


 


83

















 


(iv)          the Series 2009-1
Required Liquidity Amount, if any, as of the close of business on the last day
of the Related Month, and whether a Series 2009-1 Liquidity Deficiency
with respect to any Class of Series 2009-1 Notes existed and the
amount thereof, in each case, as of the close of business on the last Business
Day of the prior calendar week;


 


(v)            the Series 2009-1
Required Enhancement Amount as of the close of business on the prior Business
Day, and whether a Series 2009-1 Enhancement Deficiency with respect to
any Class of Series 2009-1 Notes existed and the amount thereof, in
each case, as of the close of business on the last Business Day of the prior
calendar week;


 


(vi)          the Series 2009-1
Required Overcollateralization Amount, the Series 2009-1
Overcollateralization Amount and the Series 2009-1 Required Asset Amount,
in each case, as of the close of business on the last Business Day of the prior
calendar week;


 


(vii)         the Series 2009-1
Required Reserve Account Amount and the Series 2009-1 Available Reserve
Account Amount, in each case, as of the close of business on the last Business
Day of the prior calendar week;


 


(viii)        the percentage
of all HVF Vehicles, with respect to each Manufacturer, as of the close of
business on the last Business Day of the prior calendar week that were Eligible
Program Vehicles manufactured by such Manufacturer;


 


(ix)            the Series 2009-1
Letter of Credit Liquidity Amount, the Series 2009-1 Demand Note Payment
Amount and the Series 2009-1 Letter of Credit Amount, in each case, as of
the close of business on the last Business Day of the prior calendar week;


 


(x)             the Series 2009-1
Principal Amount and the Series 2009-1 Adjusted Principal Amount, in each
case, as of the close of business on the last Business Day of the prior
calendar week.


 


Promptly upon its
receipt thereof, the Trustee shall provide to the Series 2009-1
Noteholders, or their designated agent, copies of each Weekly Noteholders’
Statement.


 


Section 6.3.   Exhibits.  The following exhibits attached hereto
supplement the exhibits included in the Indenture.


 


	
  Exhibit A-1:

  	
  Series 2009-1
  Variable Funding Rental Car Asset Backed Notes

  
	
  Exhibit B:

  	
  Form of
  Series 2009-1 Letter of Credit

  
	
  Exhibit C:

  	
  Form of
  Lease Payment Deficit Notice

  
	
  Exhibit D:

  	
  Form of
  Series 2009-1 Letter of Credit Reduction Notice

  
	
  Exhibit E:

  	
  Form of
  Purchaser’s Letter

  



 


84

















 


	
  Exhibit F-1:

  	
  Form of
  Monthly Noteholders’ Statement

  
	
  Exhibit F-2:

  	
  Form of
  Weekly Noteholders’ Statement

  
	
  Exhibit G-1:

  	
  Form of
  Demand Notice

  
	
  Exhibit G-2:

  	
  Form of
  Series 2009-1 Demand Note

  
	
  Exhibit H:

  	
  Form of
  Estimated Interest Adjustment Notice

  



 


Section 6.4.  
Ratification of Base Indenture. 
As supplemented by this Series Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented
by this Series Supplement shall be read, taken, and construed as one and
the same instrument.


 


Section 6.5.  
Notice to the Rating Agencies. 
The Trustee shall provide to each Funding Agent and each Rating Agency a
copy of each notice to the Series 2009-1 Noteholders, Opinion of Counsel
and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement
or any other Related Document (other than any Related Document relating solely
to any Segregated Series of Notes). 
Each such Opinion of Counsel to be delivered to each Funding Agent shall
be addressed to each Funding Agent, shall be from counsel reasonably acceptable
to each Funding Agent and shall be in form and substance reasonably acceptable
to each Funding Agent.  The Trustee shall
provide notice to each Rating Agency of any consent by the Series 2009-1
Noteholders to the waiver of the occurrence of any Limited Liquidation Event of
Default.  All such notices, opinions,
certificates or other items to be delivered to the Funding Agents shall be
forwarded, simultaneously, to  the address of
each Funding Agent set forth in the Series 2009-1 Note Purchase Agreement.  In the event that the Annualized Financing
Cost, calculated with respect to the amounts payable in any Series 2009-1
Interest Period, exceeds 10%, HVF shall provide Moody’s with notice of such
event.


 


Section 6.6.  
Third Party Beneficiary.  The
Administrative Agent is an express third party beneficiary of (i) the Base
Indenture and (ii) this Series Supplement.  Ford shall be an express third party
beneficiary of the Base Indenture and this Series Supplement, in each case
solely to the extent any clause or section of either the Base Indenture or the Series Supplement
grants a right to, or provides for a right of, Ford, requires Ford to receive
information, or requires Ford’s consent.


 


Section 6.7.  
Counterparts.  This Series Supplement
may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.


 


Section 6.8.  
Governing Law.  This Series Supplement shall be construed in
accordance with the law of the State of New York, and the obligations, rights
and remedies of the parties hereto shall be determined in accordance with such
law.


 


Section 6.9.  
Amendments. This Series Supplement may be modified or amended from
time to time in accordance with the terms of the Base Indenture and subject to
satisfaction of the Series 2009-1 Rating Agency Condition, provided
that if, pursuant to the terms of the Base Indenture or this Series Supplement,
the consent of the Required Noteholders is required for an amendment or
modification of this Series


 


85

















 


Supplement, such requirement shall be satisfied if
such amendment or modification is consented to by the Required Noteholders with
respect to the Series 2009-1 Notes; provided, further, that, any
amendment or other modification to this Series Supplement or any of the
Related Documents that would extend the due date for, or reduce the amount of,
any scheduled repayment or prepayment of principal of or interest on the Series 2009-1
Notes (or reduce the principal amount of or rate of interest on the Series 2009-1
Notes), alter any provisions (including any relevant definitions) relating to
the pro rata treatment of payments to the Series 2009-1 Noteholders, the
Conduit Investors and the Committed Note Purchasers, amend or modify this Section 6.9
or otherwise amend or modify any provision relating to the amendment or
modification of this Series Supplement, or, pursuant to the Related
Documents, would require the consent of 100% of the Series 2009-1
Noteholders or each Series 2009-1 Noteholder affected by such amendment or
modification, shall require the prior written consent of each Conduit Investor
and Committed Note Purchaser or each Conduit Investor and each Committed Note
Purchaser affected thereby, as applicable; provided, further,
that, if the Series 2009-1 Notes are downgraded below “Aa3”, “A3” and/or “Baa3”
by Moody’s, each Series 2009-1 Noteholder, each Conduit Investor and each
Committed Note Purchaser shall be deemed to have consented to any such
amendment or modification required by the Rating Agencies to restore such “Aa3”
rating, “A3” rating and/or “Baa3” rating, as applicable.


 


Section 6.10.  
Covenant Regarding Affiliate Issuers. 
HVF shall not issue or sell Notes of any Series of Notes to an
Affiliate Issuer unless, in connection with such issuance or sale, such
Affiliate Issuer has assigned all voting, consent and control rights associated
with such Notes to Persons that are not Affiliates of HVF.


 


Section 6.11.  
Old GM Vehicles and Old Chrysler Vehicles.  HVF shall not purchase any Vehicles
manufactured by Old GM or Old Chrysler on or after the date hereof.


 


Section 6.12.  
Termination of Series Supplement. 
This Series Supplement shall cease to be of further effect when (i)
all Outstanding Series 2009-1 Notes theretofore authenticated and issued
have been delivered (other than destroyed, lost, or stolen Series 2009-1
Notes which have been replaced or paid) to the Trustee for cancellation, (ii) HVF
has paid all sums payable hereunder and (iii) the Series 2009-1
Demand Note Payment Amount is equal to zero or the Series 2009-1 Letter of
Credit Liquidity Amount is equal to zero.


 


Section 6.13.  
Discharge of Indenture. 
Notwithstanding anything to the contrary contained in the Base
Indenture, so long as this Series Supplement shall be in effect in
accordance with Section 6.12 of this Series Supplement, no
discharge of the Indenture pursuant to Section 11.1(b) of the
Base Indenture shall be effective as to the Series 2009-1 Notes without
the consent of the Required Noteholders with respect to the Series 2009-1
Notes.


 


86

















 


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


 


	
   

  	
  HERTZ
  VEHICLE FINANCING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Scott Massengill

  
	
   

  	
  Name:
  R. Scott Massengill

  
	
   

  	
  Title:
  Vice President & Treasurer

  
	
   

  	
   

  
	
   

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

  
	
   

  	
     as
  Trustee,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John D. Ask

  
	
   

  	
  Name:
  John D. Ask

  
	
   

  	
  Title:
  Senior Associate

  



 


87














 


EXHIBIT A

TO

SERIES 2009-1 SUPPLEMENT


 


FORM OF SERIES 2009-1 VARIABLE FUNDING


 


RENTAL CAR ASSET BACKED NOTE


 














 


RENTAL CAR ASSET
BACKED NOTE


 


SERIES 2009-1
VARIABLE FUNDING


 


	
  REGISTERED

  	
                                                                           $[]

  



 


No. R- [ ]


 


SEE REVERSE FOR
CERTAIN CONDITIONS


 


THIS SERIES 2009-1 NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY
STATE SECURITIES OR “BLUE SKY” LAWS.  THE
HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT OF HERTZ
VEHICLE FINANCING LLC, A SPECIAL PURPOSE LIMITED LIABILITY COMPANY ESTABLISHED
UNDER THE LAWS OF DELAWARE (THE “COMPANY”), THAT SUCH SERIES 2009-1 NOTE IS
BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO THE COMPANY, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
OR (D) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH SUCH CASE, IN COMPLIANCE WITH
THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION, SUBJECT TO THE RIGHT OF THE COMPANY, PRIOR TO
ANY TRANSFER PURSUANT TO CLAUSE (C), TO REQUIRE THE DELIVERY TO IT OF A
PURCHASER’S LETTER IN THE FORM OF EXHIBIT E TO THE SERIES 2009-1
SUPPLEMENT CERTIFYING, AMONG OTHER THINGS, THAT SUCH PURCHASER IS AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT AND SUBJECT TO THE RIGHT OF THE COMPANY,
PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (D), TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
IT.


 

















 


HERTZ VEHICLE
FINANCING LLC


 


SERIES 2009-1
VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTE


 


Hertz Vehicle Financing LLC, a special purpose limited
liability company established under the laws of Delaware, (herein referenced as
the “Company”), for value received, hereby promises to pay to Bank of
America, N.A., as funding agent for Bank of America, N.A., as a Committed Note
Purchaser, and Kitty Hawk
Funding Corporation, as a Conduit Investor (the “Series 2009-1
Note Purchaser”), or its registered assigns, the aggregate principal sum of
[   ] ($[]) or, if less, the aggregate
unpaid principal amount shown on the schedule attached hereto (and any
continuation thereof), which amount shall be payable in the amounts and at the
times set forth in the Indenture; provided, however, that the
entire unpaid principal amount of this Series 2009-1 Note shall be due on
the Legal Final Payment Date.  The
Company will pay interest on this Series 2009-1 Note at the Series 2009-1
Note Rate.  Such interest shall be
payable on each Payment Date until the principal of this Series 2009-1
Note is paid or made available for payment, to the extent funds are available
from Interest Collections allocable to the Series 2009-1 Note processed
from but not including the preceding Payment Date through and including the
succeeding Payment Date.  In addition,
the Company will pay interest on this Series 2009-1 Note, to the extent
funds are available from Interest Collections allocable to the Series 2009-1
Note, on the dates set forth in Section 3.3 of the Series 2009-1
Supplement.  Pursuant to Sections 2.1
and 2.2 of the Series 2009-1 Supplement and Sections 2.02
and 2.03 of the Series 2009-1 Note Purchase Agreement, the
principal amount of this Series 2009-1 Note shall be subject to Increases
and Decreases on any Business Day during the Series 2009-1 Revolving
Period, and accordingly, such principal amount is subject to prepayment at any
time.  During the Series 2009-1
Revolving Period, this Series 2009-1 Note is subject to mandatory
prepayment, to the extent funds have been allocated to the Series 2009-1
Excess Collection Account and are available therefor, in accordance with Section 2.2(a) of
the Series 2009-1 Supplement. 
During the Series 2009-1 Controlled Amortization Period, the
principal of this Series 2009-1 Note shall be paid in installments on each
Series 2009-1 Controlled Amortization Payment Date to the extent of funds
available for payment therefor pursuant to the Indenture.  Beginning on the first Payment Date following
the occurrence of a Series 2009-1 Amortization Event, subject to cure in
accordance with the Series 2009-1 Supplement, the principal of this Series 2009-1
Note shall be paid in installments on each subsequent Payment Date to the
extent of funds available for payment therefor pursuant to the Indenture.  Such principal of and interest on this Series 2009-1
Note shall be paid in the manner specified on the reverse hereof.


 


The principal of and interest on this Series 2009-1
Note are payable in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private
debts.  Except as otherwise provided in
the Indenture, payments made by the Company with respect to this Series 2009-1
Note shall be applied first to interest due and payable on this Series 2009-1
Note as provided above and then to the unpaid principal of this Series 2009-1
Note.  This Series 2009-1 Note does
not represent an interest in, or an obligation of, The Hertz Corporation or any
affiliate of The Hertz Corporation other than the Company.


 

















 


Reference is made to the further provisions of this Series 2009-1
Note set forth on the reverse hereof, which shall have the same effect as
though fully set forth on the face of this Series 2009-1 Note.  Although a summary of certain provisions of
the Indenture is set forth below and on the reverse hereof and made a part
hereof, this Series 2009-1 Note does not purport to summarize the
Indenture and reference is made to the Indenture for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Company and the
Trustee.  A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at:  The Bank of New York Mellon Trust Company,
N.A., 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602,
Attention:  Corporate Trust
Administration—Structured Finance.


 


Unless the certificate of authentication hereon has
been executed by the Trustee whose name appears below by manual signature, this
Series 2009-1 Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof, or be valid or obligatory for any
purpose.


 

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be signed, manually or in facsimile, by its Authorized Officer.


 


Dated: September     ,
2009


 


	
   

  	
  HERTZ VEHICLE FINANCING
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Scott Massengill

  
	
   

  	
   

  	
  Title:
  Vice President and Treasurer

  



 


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is a Series 2009-1 Note, a series issued
under the within-mentioned Indenture.


 


Dated: September     ,
2009


 


 


	
   

  	
  THE BANK OF NEW YORK
  MELLON

  TRUST COMPANY, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 

















 


REVERSE OF SERIES
2009-1 NOTE


 


This Series 2009-1 Note is one of a duly
authorized issue of Notes of the Company, designated as its Series 2009-1
Variable Funding Rental Car Asset Backed Notes (herein called the “Series 2009-1
Note”), issued under (i) a Third Amended and Restated Base Indenture,
dated as of September 18, 2009 (such Third Amended and Restated Base
Indenture, as further amended, supplemented or modified, is herein referred to
as the “Base Indenture”), between the Company and The Bank of New York
Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust
Company, N.A.) as trustee (the “Trustee”, which term includes any
successor Trustee under the Base Indenture), and (ii) a Series 2009-1
Supplement, dated as of September 18, 2009 (such Series 2009-1
Supplement, as further amended, supplemented or modified, is herein referred to
as the “Series 2009-1 Supplement”), between the Company and the
Trustee.  The Base Indenture and the Series 2009-1
Supplement are referred to herein as the “Indenture”.  Except as set forth in the Series 2009-1
Supplement, the Series 2009-1 Note is subject to all terms of the Indenture.  All terms used in this Series 2009-1
Note that are defined in the Indenture, as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, shall have the
meanings assigned to them in or pursuant to the Indenture, as so amended,
supplemented or otherwise modified.


 


The Series 2009-1 Note is and will be equally and
ratably secured by the Collateral pledged as security therefor as provided in
the Base Indenture and the Series 2009-1 Supplement.


 


“Payment Date” means the 25th day of each
calendar month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing October 25, 2009.


 


As described above, the entire unpaid principal amount
of this Series 2009-1 Note shall be due and payable on the Legal Final
Payment Date, in accordance with Section 3.5(c) of the Series 2009-1
Supplement.  Notwithstanding the
foregoing, this Series 2009-1 Note is subject to mandatory prepayment, to
the extent funds have been allocated to the Series 2009-1 Excess
Collection Account and are available therefor, in accordance with the
Indenture, during the Series 2009-1 Controlled Amortization Period,
principal of this Note may be paid earlier, as described in the Indenture, and
if an Amortization Event with respect to the Series 2009-1 Notes shall
have occurred and be continuing then, in certain circumstances, principal of
the Series 2009-1 Note may be paid earlier, as described in the
Indenture.  All principal payments of the
Series 2009-1 Note shall be made to the Series 2009-1 Noteholders.


 


Payments of interest on this Series 2009-1 Note
are due and payable on each Payment Date or such other date as may be specified
in the Series 2009-1 Supplement, together with the installment of
principal then due, if any, and any payments of principal made on any Business
Day in respect of any Decreases, to the extent not in full payment of this Series 2009-1
Note, shall be made by wire transfer to the Holder of record of this Series 2009-1
Note (or one or more predecessor Series 2009-1 Notes) on


 

















 


the Note Register as of the close of business on each
Record Date.  Any reduction in the
principal amount of this Series 2009-1 Note (or one or more predecessor Series 2009-1
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Series 2009-1 Note and of any Series 2009-1
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not noted thereon.


 


The Company shall pay interest on overdue installments
of interest at the Series 2009-1 Note Rate to the extent lawful.


 


Subject to the terms of the Indenture and the Series 2009-1
Note Purchase Agreement, the holder of any Series 2009-1 Note may transfer
the same in whole or in part, in an amount equivalent to an authorized
denomination, by surrendering such Series 2009-1 Note at the office
maintained by the Registrar for such purpose pursuant to Section 2.5(a) of
the Base Indenture, with the form of transfer endorsed on it duly completed and
executed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar by, the holder thereof and
accompanied by a certificate substantially in the form of Exhibit E
to the Series 2009-1 Supplement.  In
exchange for any Series 2009-1 Note properly presented for transfer, the
Company shall execute and the Trustee shall promptly authenticate and deliver
or cause to be authenticated and delivered in compliance with applicable law,
to the transferee at such office, or send by mail (at the risk of the
transferee) to such address as the transferee may request, Series 2009-1
Notes for the same aggregate principal amount as was transferred.  In the case of the transfer of any Series 2009-1
Note in part, the Company shall execute and the Trustee shall promptly
authenticate and deliver or cause to be authenticated and delivered to the
transferor at such office, or send by mail (at the risk of the transferor) to
such address as the transferor may request, Series 2009-1 Notes for the
aggregate principal amount that was not transferred.  No transfer of any Series 2009-1 Note
shall be made unless the request for such transfer is made by each Series 2009-1
Noteholder at such office.  Upon the
issuance of transferred Series 2009-1 Notes, the Trustee shall recognize
the Holders of such Series 2009-1 Note as Series 2009-1 Noteholders.


 


Each Series 2009-1 Noteholder, by acceptance of a
Series 2009-1 Note, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Trustee or the
Company on the Series 2009-1 Note or under the Indenture or any
certificate or other writing delivered in connection therewith, against the
Trustee in its individual capacity, or against any stockholder, member,
employee, officer, director or incorporator of the Company; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Company constituting Collateral for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Series 2009-1 Note, to the extent provided for in the Indenture.


 


Each Series 2009-1 Noteholder, by acceptance of a
Series 2009-1 Note, covenants and agrees that by accepting the benefits of
the Indenture that such Series 2009-1 Noteholder will not, for a period of
one year and one day following payment in full of the Series 2009-1 Notes
and each other Series of Indenture Notes issued under the


 

















 


Base Indenture, institute against the Company, or join
with any other Person in instituting against the Company, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Indenture Notes, the
Indenture or the Related Documents.


 


Prior to the due presentment for registration of
transfer of this Series 2009-1 Note, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this Series 2009-1
Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes,
whether or not this Series 2009-1 Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.


 


It is the intent of the Company and each Series 2009-1
Noteholder that, for Federal, state and local income and franchise tax purposes
and any other tax imposed on or measured by income, the Series 2009-1 Note
will evidence indebtedness secured by the Collateral.  Each Series 2009-1 Noteholder, by the
acceptance of this Series 2009-1 Note, agrees to treat this Series 2009-1
Note for purposes of Federal, state and local income or franchise taxes and any
other tax imposed on or measured by income, as indebtedness.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Series 2009-1
Notes under the Indenture at any time by the Company with the consent of the
Required Noteholders with respect to the Series 2009-1 Notes.  The Indenture also contains provisions
permitting the Holders of Series 2009-1 Notes representing specified
percentages of the aggregate outstanding amount of the Series 2009-1
Notes, on behalf of the Holders of all the Series 2009-1 Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences with respect to the Series 2009-1
Notes.  To the extent set forth in the
Indenture, any amendment or other modification to the Series 2009-1
Supplement or any of the Related Documents that would extend the due date for,
or reduce the amount of, any scheduled repayment or prepayment of principal of
or interest on the Series 2009-1 Notes (or reduce the principal amount of
or rate of interest on the Series 2009-1 Notes), alter any provisions
(including, without limitation, any relevant definitions) relating to the pro
rata treatment of payments to the Series 2009-1 Noteholders, the Conduit
Investors and the Committed Note Purchasers, amend or modify Section 6.9
of the Series Supplement or otherwise amend or modify any provision
relating to the amendment or modification of the Series Supplement, or,
pursuant to the Related Documents, would require the consent of 100% of the Series 2009-1
Noteholders or each Series 2009-1 Noteholder affected by such amendment or
modification, shall require the prior written consent of each Conduit Investor
and Committed Note Purchaser or each Conduit Investor and each Committed Note
Purchaser affected thereby, as applicable. 
Any such consent or waiver by the Holder of this Series 2009-1 Note
(or any one or more predecessor Series 2009-1 Notes) shall be conclusive
and binding upon such Holder and upon all future Holders of this Series 2009-1
Note and of any Series 2009-1 Note issued upon the registration of
transfer hereof or in exchange


 

















 


hereof or in lieu hereof whether or not notation of
such consent or waiver is made upon this Series 2009-1 Note.  The Indenture also permits the Company and
the Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Series 2009-1 Notes issued
thereunder.


 


The term “Company” as used in this Series 2009-1
Note includes any successor to the Company under the Indenture.


 


The Series 2009-1 Note is issuable only in
registered form in denominations as provided in the Indenture, subject to
certain limitations set forth therein.


 


This Series 2009-1 Note and the Indenture shall
be construed in accordance with the law of the State of New York, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such law.


 


No reference herein to the Indenture and no provision
of this Series 2009-1 Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Series 2009-1 Note at the times, place
and rate, and in the coin or currency herein prescribed, subject to any duty of
the Company to deduct or withhold any amounts as required by law, including any
applicable U.S. withholding taxes; provided, that, notwithstanding
anything to the contrary herein or in the Indenture, the Series 2009-1
Noteholders shall not have recourse to any Series-Specific Collateral.


 














 


INCREASES AND DECREASES


 


	
  Date

  	
   

  	
  Unpaid

  Principal

  Amount

  	
   

  	
  Increase

  	
   

  	
  Decrease

  	
   

  	
  Total

  	
   

  	
  Series

  2009-1 Note Rate

  	
   

  	
  Interest Period

  (if applicable)

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying
number of assignee


 


                                           


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                                                                                                                                                                                                                    


(name and address of assignee)


the within Series 2009-1
Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                              ,
attorney, to transfer said Series 2009-1 Note on the books kept for
registration thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (1)

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 






(1) NOTE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Series 2009-1 Note in every particular, without alteration,
enlargement or any change whatsoever.


 

















 


EXHIBIT B

TO

SERIES 2009-1 SUPPLEMENT


 


FORM OF
SERIES 2009-1 LETTER OF CREDIT


 






 










 


FORM OF SERIES 2009-1
LETTER OF CREDIT


 


NO.
[    ]


 


September [  
], 2009


 


Beneficiary:


 


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


as Trustee

under the Series 2009-1 Supplement

referred to below

2 North LaSalle Street

Chicago, Illinois 60602


 


Attention:              [Corporate
Trust Administration—Structured Finance]


 


Dear Sir or Madam:


 


The
undersigned (“[                           ]”
or the “Issuing Bank”) hereby establishes, at the request and for the
account of The Hertz Corporation, a Delaware corporation (“Hertz”),
pursuant to that certain senior secured asset based revolving loan facility,
provided under a credit agreement, dated as of December 21, 2005 (as
amended, supplemented, amended and restated or otherwise modified from time to
time in accordance with the terms thereof, the “Series 2009-1 Letter of
Credit Agreement”), between Hertz, the Issuing Bank, certain affiliates of
Hertz and the several banks and financial institutions party thereto from time
to time, in Beneficiary’s favor on Beneficiary’s behalf as Trustee under the Series 2009-1
Supplement, dated as of September 18, 2009 (as such agreement may be
amended, supplemented, amended and restated or otherwise modified from time to
time, the “Series 2009-1 Supplement”), between Hertz Vehicle
Financing LLC, a Delaware limited liability company (“HVF”), as Issuer,
and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank
of New York Trust Company, N.A.), as Trustee, to the Third Amended and Restated
Base Indenture, dated as of September 18, 2009 (as such agreement may be
amended, supplemented, amended and restated or otherwise modified from time to
time, the “Base Indenture”) between HVF, as Issuer, and the Trustee, in
respect of Credit Demands (as defined below), Unpaid Demand Note Demands (as
defined below), Preference Payment Demands (as defined below) and Termination
Demands (as defined below) this Irrevocable Letter of Credit No. P- [      ]
in the amount of [    ] ($[    ]) (such
amount, as the same may be reduced, increased (to an amount not exceeding
$[             ])
or reinstated as provided herein, being the “Series 2009-1 Letter of
Credit Amount”), effective immediately and expiring at 4:00 p.m. (New
York time) at our [              ]
office located at
[                  ]
(such office or any other office which may be designated by the Issuing Bank by
written notice delivered to Beneficiary, being the “Issuing Bank’s Office”)
on [  ] (or, if such date is not a Business Day (as defined below),
the immediately succeeding Business Day) (the “Series 2009-1 Letter of
Credit 


 

















 


Expiration Date”).  Beneficiary
is referred to herein (and in each Annex hereto) as the Trustee, as such term
is defined in the Base Indenture.  Terms
used herein and not defined herein shall have the meaning set forth in (i) the
Base Indenture and (ii) the Series 2009-1 Supplement.


 


The
Issuing Bank irrevocably authorizes Beneficiary to draw on it, in accordance
with the terms and conditions and subject to the reductions in amount as
hereinafter set forth, (1) in one or more drawings by one or more of the
Trustee’s drafts, each drawn on the Issuing Bank at the Issuing Bank’s Office,
payable at sight on a Business Day (as defined below), and accompanied by the
Trustee’s written and completed certificate signed by the Trustee in
substantially the form of Annex A attached hereto (any such draft
accompanied by such certificate being a “Credit Demand”), an amount
equal to the face amount of each such draft but in the aggregate amount not
exceeding the Series 2009-1 Letter of Credit Amount as in effect on such
Business Day, (2) in one or more drawings by one or more of the Trustee’s
drafts, drawn on the Issuing Bank at the Issuing Bank’s Office, payable at
sight on a Business Day, and accompanied by the Trustee’s written and completed
certificate signed by it in substantially the form of Annex B attached
hereto (such draft accompanied by such certificate being an “Unpaid Demand
Note Demand”), an amount equal to the face amount of such draft but not
exceeding the Series 2009-1 Letter of Credit Amount as in effect on such
Business Day, (3) in one or more drawings by one or more of the Trustee’s
drafts, drawn on the Issuing Bank at the Issuing Bank’s Office, payable at
sight on a Business Day, and accompanied by the Trustee’s written and completed
certificate signed by it in substantially the form of Annex C attached
hereto (such draft accompanied by such certificate being a “Preference
Payment Demand”), an amount equal to the face amount of such draft but not
exceeding the Series 2009-1 Letter of Credit Amount as in effect on such
Business Day and (4) in one or more drawings by one or more of the Trustee’s
drafts, drawn on the Issuing Bank at the Issuing Bank’s Office, payable at
sight on a Business Day, and accompanied by the Trustee’s written and completed
certificate signed by it in substantially the form of Annex D attached
hereto (such draft accompanied by such certificate being a “Termination
Demand”), an amount equal to the face amount of such draft but not exceeding
the Series 2009-1 Letter of Credit Amount as in effect on such Business
Day.  Any Credit Demand, Unpaid Demand
Note Demand, Preference Payment Demand or Termination Demand may be delivered
by facsimile transmission.  The Trustee
shall deliver the original executed counterpart of such Credit Demand, Unpaid
Demand Note Demand, Preference Payment Demand or Termination Demand, as the
case may be, to the Issuing Bank by means of overnight courier.  “Business Day” means any day other
than a Saturday, Sunday or other day on which banks are authorized by law to
close in New York City, New York.  Upon
the Issuing Bank honoring any Credit Demand, Unpaid Demand Note Demand,
Preference Payment Demand or Termination Demand presented hereunder, the Series 2009-1
Letter of Credit Amount shall automatically be decreased by an amount equal to
the amount of such Credit Demand, Unpaid Demand Note Demand, Preference Payment
Demand or Termination Demand.  In
addition to the foregoing reduction, (i) upon the Issuing Bank honoring
any Termination Demand in respect of the entire Series 2009-1 Letter of
Credit Amount presented to it hereunder, the 


 


2

















 


amount available to be drawn under this Series 2009-1
Letter of Credit Amount shall automatically be reduced to zero and this Series 2009-1
Letter of Credit shall be terminated and (ii) no amount decreased on the
honoring of any Preference Payment Demand or Termination Demand shall be
reinstated.


 


The Series 2009-1
Letter of Credit Amount shall be automatically reinstated when and to the
extent, but only when and to the extent, that (i) the Issuing Bank is
reimbursed by Hertz (or by HVF under Section 3.2(d)(i) of the Series 2009-1
Supplement) for any amount drawn hereunder as a Credit Demand or an Unpaid
Demand Note Demand and (ii) the Issuing Bank receives written notice from
Hertz in substantially the form of Annex E hereto that no Event of
Bankruptcy (as defined in the Base Indenture) with respect to Hertz has
occurred and is continuing; provided, however, that the Series 2009-1
Letter of Credit Amount shall, in no event, be reinstated to an amount in
excess of the then current Series 2009-1 Letter of Credit Amount (without
giving effect to any reduction to the Series 2009-1 Letter of Credit
Amount that resulted from such Credit Demand or Unpaid Demand Note Demand).


 


The Series 2009-1
Letter of Credit Amount shall be automatically reduced in accordance with the
terms of a written request from the Trustee to the Issuing Bank in substantially
the form of Annex G attached hereto that is acknowledged and agreed to
in writing by the Issuing Bank.  The Series 2009-1
Letter of Credit Amount shall be automatically increased upon receipt by (and
written acknowledgment of such receipt by) the Trustee of written notice from
the Issuing Bank in substantially the form of Annex H attached hereto
certifying that the Series 2009-1 Letter of Credit Amount has been
increased and setting forth the amount of such increase, which increase shall
not result in the Series 2009-1 Letter of Credit Amount exceeding an
amount equal to [               ]($[          ]).


 


Each
Credit Demand, Unpaid Demand Note Demand, Preference Payment Demand and
Termination Demand shall be dated the date of its presentation, and shall be
presented to the Issuing Bank at the Issuing Bank’s Office, Attention: [Global
Loan Operations, Standby Letter of Credit Unit].  If the Issuing Bank receives any Credit
Demand, Unpaid Demand Note Demand, Preference Payment Demand or Termination
Demand at such office, all in strict conformity with the terms and conditions
of this Series 2009-1 Letter of Credit, not later than 12:00 p.m.
(New York City time) on a Business Day prior to the termination hereof, the
Issuing Bank will make such funds available by 4:00 p.m. (New York City
time) on the same day in accordance with Beneficiary’s payment
instructions.  If the Issuing Bank
receives any Credit Demand, Unpaid Demand Note Demand, Preference Payment
Demand or Termination Demand at such office, all in strict conformity with the
terms and conditions of this Series 2009-1 Letter of Credit, after 12:00 p.m.
(New York City time) on a Business Day prior to the termination hereof, the
Issuing Bank will make the funds available by 4:00 p.m. (New York City
time) on the next succeeding Business Day in accordance with Beneficiary’s
payment instructions.  If Beneficiary so
requests to the Issuing Bank, payment under this Series 2009-1 Letter of
Credit may be made by wire transfer of Federal Reserve Bank of New York funds
to Beneficiary’s account in a bank on the Federal Reserve wire system or by
deposit of same day funds into a designated account.  All payments made by the 


 


3

















 


Issuing Bank under this Series 2009-1 Letter of
Credit shall be made with the Issuing Bank’s own funds.


 


Upon
the earliest of (i) the date on which the Issuing Bank honors a Preference
Payment Demand or Termination Demand presented hereunder to the extent of the Series 2009-1
Letter of Credit Amount as in effect on such date, (ii) the date on which
the Issuing Bank receives written notice from Beneficiary that an alternate
letter of credit or other credit facility has been substituted for this Series 2009-1
Letter of Credit and (iii) the Series 2009-1 Letter of Credit Expiration
Date, this Series 2009-1 Letter of Credit shall automatically terminate
and Beneficiary shall surrender this Series 2009-1 Letter of Credit to the
undersigned Issuing Bank on such day.


 


This Series 2009-1
Letter of Credit is transferable in its entirety to any transferee(s) who
Beneficiary certifies to the Issuing Bank has succeeded Beneficiary as Trustee
under the Base Indenture and the Series 2009-1 Supplement, and may be
successively transferred.  Transfer of
this Series 2009-1 Letter of Credit to such transferee shall be effected
by the presentation to the Issuing Bank of this Series 2009-1 Letter of
Credit accompanied by a certificate in substantially the form of Annex F
attached hereto.  Upon such presentation
the Issuing Bank shall forthwith transfer this Series 2009-1 Letter of
Credit to (or to the order of) the transferee or, if so requested by
Beneficiary’s transferee, issue a letter of credit to (or to the order of)
Beneficiary’s transferee with provisions therein consistent with this Series 2009-1
Letter of Credit.


 


This Series 2009-1
Letter of Credit sets forth in full the undertaking of the Issuing Bank, and
such undertaking shall not in any way be modified, amended, amplified or
limited by reference to any document, instrument or agreement referred to
herein, except only the certificates and the drafts referred to herein; and any
such reference shall not be deemed to incorporate herein by reference any
document, instrument or agreement except for such certificates and such drafts.


 


This Series 2009-1
Letter of Credit is subject to the Uniform Customs and Practice for Documentary
Credits, 1993 Revision, ICC Publication No. 500 (the “Uniform Customs”),
which is incorporated into the text of this Series 2009-1 Letter of Credit
by reference, and shall be governed by the laws of the State of New York,
including, as to matters not covered by the Uniform Customs, the Uniform
Commercial Code as in effect in the State of New York; provided that if
an interruption of business (as described in such Article 17) exists at
the Issuing Bank’s Office, the Issuing Bank agrees to (i) promptly notify
the Trustee of an alternative location in which to send any communications with
respect to this Series 2009-1 Letter of Credit or (ii) to effect
payment under this Series 2009-1 Letter of Credit if a drawing which
otherwise conforms to the terms and conditions of this Series 2009-1
Letter is made prior to the earlier of (A) the thirtieth day after the
resumption of business and (B) the Series 2009-1 Letter of Credit
Expiration Date and (ii) Article 41 of the Uniform Customs shall not
apply to this Series 2009-1 Letter of Credit as drawings hereunder shall
not be deemed to be installments for purposes thereof.


 


4

















 


Communications
with respect to this Series 2009-1 Letter of Credit shall be in writing
and shall be addressed to the Issuing Bank at the Issuing Bank’s Office,
specifically referring to the number of this Series 2009-1 Letter of
Credit.


 


	
   

  	
   

  
	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [         ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


5

















 


ANNEX A


 


CERTIFICATE OF CREDIT DEMAND


 


[Issuing Bank’s Address]


 


Attention:  [Global Loan Operations, Standby Letter of Credit Unit]


 


Certificate
of Credit Demand under the Irrevocable Letter of Credit No. [        ]
(the “Series 2009-1 Letter of Credit”), dated September [        
], 2009, issued by
[                                   ],
as the Issuing Bank, in favor of the Trustee. 
Capitalized terms not otherwise defined herein shall have the meanings
assigned thereto in the Series 2009-1 Letter of Credit or, if not defined
therein, the Series 2009-1 Supplement (as defined in the Series 2009-1
Letter of Credit).


 


The
undersigned, a duly authorized officer of the Trustee, hereby certifies to the
Issuing Bank as follows:


 


1.             [The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.)](1) is
the Trustee under the Series 2009-1 Supplement referred to in the Series 2009-1
Letter of Credit.


 


2.             [A Series 2009-1 Lease
Interest Payment Deficit exists and, pursuant to Section 3.3(d) of
the Series 2009-1 Supplement, an amount equal to the Issuing Bank’s Pro
Rata Share of the least of (i) such Series 2009-1 Lease Interest
Payment Deficit, (ii) the excess, if any, of the sum of the amounts
described in clauses (i) and (ii) of Section 3.3(a) of
the Series 2009-1 Supplement over the amounts available from the Series 2009-1
Accrued Interest Account plus the amount withdrawn from the Series 2009-1
Reserve Account pursuant to Section 3.3(c) of the Series 2009-1
Supplement and (iii) the Series 2009-1 Letter of Credit Liquidity
Amount as of the date hereof](2)


 


[A Series 2009-1 Lease Interest Payment Deficit
exists and, pursuant to Section 3.3(d) of the Series 2009-1
Supplement, an amount equal to the Issuing Bank’s Pro Rata Share of the product
of (x) 100% minus the Series 2009-1 Cash Collateral Percentage and (y) the
least of (i) such Series 2009-1 Lease Interest Payment Deficit, (ii) the
excess, if any, of the sum of the amounts described in clauses (i) and
(ii) of Section 3.3(a) of the Series 2009-1
Supplement over the amounts available from the Series 2009-1 Accrued
Interest Account plus the amount withdrawn from the Series 2009-1 Reserve
Account


 






(1)          If Trustee under the Series 2009-1
Letter of Credit is other than The Bank of New York Mellon Trust Company, N.A.,
the name of such other Trustee is to be inserted.


 


(2)          Use in case of a Series 2009-1 Lease
Interest Payment Deficit and if no Series 2009-1 Cash Collateral Account
has been established and funded.


 


A-1

















 


pursuant to Section 3.3(c) of the Series 2009-1
Supplement and (iii) the Series 2009-1 Letter of Credit Liquidity
Amount as of the date hereof](3)


 


[A Series 2009-1 Lease Principal
Payment Deficit exists after giving effect to the distribution of amounts to
be deposited in the Series 2009-1 Distribution Account in accordance with Section 3.5(b)(i) of
the Series 2009-1 Supplement and, pursuant to Section 3.5(b)(ii) of
the Series 2009-1 Supplement, an amount equal to the Issuing Bank’s Pro Rata Share
of the lesser of (i) the excess, if any, of the Series 2009-1 Lease
Principal Payment Deficit over the amount, if any, withdrawn from the Series 2009-1
Reserve Account in accordance with Section 3.5(b)(i) of the Series 2009-1
Supplement, [and] (ii) the Series 2009-1 Letter of Credit Liquidity
Amount as of the date hereof (after giving effect to any drawings on the Series 2009-1
Letters of Credit pursuant to Section 3.3(d) of the Series 2009-1
Supplement) [and (iii) the excess,
if any, of the Principal Deficit Amount over the over the amount, if
any, withdrawn from the Series 2009-1 Reserve Account in accordance with Section 3.5(b)(i) of
the Series 2009-1 Supplement](4)](5)


 


[A Series 2009-1 Lease Principal
Payment Deficit exists after giving effect to the distribution of amounts to
be deposited in the Series 2009-1 Distribution Account in accordance with Section 3.5(b)(i) of
the Series 2009-1 Supplement and, pursuant to Section 3.5(b)(ii) of
the Series 2009-1 Supplement, an amount equal to the Issuing Bank’s Pro Rata Share
of the product of (x) 100% minus the Series 2009-1 Cash Collateral
Percentage and (y) the lesser of (i) the excess, if any, of the Series 2009-1
Lease Principal Payment Deficit over the amount, if any, withdrawn from the Series 2009-1
Reserve Account in accordance with Section 3.5(b)(i) of the Series 2009-1
Supplement, [and] (ii) the Series 2009-1 Letter of Credit Liquidity
Amount as of the date hereof (after giving effect to any drawings on the Series 2009-1
Letters of Credit pursuant to Section 3.3(d) of the Series 2009-1
Supplement) [and (iii) the excess,
if any, of the Principal Deficit Amount over the over the amount, if
any, withdrawn from the Series


 






(3)          Use in case of
a Series 2009-1 Lease Interest Payment Deficit and if the Series 2009-1
Cash Collateral Account has been established and funded.


 


(4)          Use on any date
that is prior to the Legal Final Payment Date occurring during the period
commencing on and including the date of the filing by Hertz of a petition for
relief under Chapter 11 of the Bankruptcy Code to but excluding the date on
which Hertz shall have resumed making all payments of Monthly Variable Rent
required to be made under the HVF Lease


 


(5)          Use in case of
a Series 2009-1 Lease Principal Payment Deficit on any Payment Date and if
no Series 2009-1 Cash Collateral Account has been established and funded.


 


A-2

















 


2009-1 Reserve Account in accordance with Section 3.5(b)(i) of
the Series 2009-1 Supplement](6)](7)


 


has been allocated to making a drawing under the Series 2009-1
Letter of Credit.


 


3.             The Trustee is making a drawing
under the Series 2009-1 Letter of Credit as required by Section[s] [3.3(d) and/or
3.5(b)(ii)](8) of the Series 2009-1 Supplement for an amount
equal to
$                          ,
which amount is a Series 2009-1 LOC Credit Disbursement (the “Series 2009-1
LOC Credit Disbursement”) and is equal to the amount allocated to making a drawing on the Series 2009-1
Letter of Credit under such Section [3.3(d) and/or 3.5(b)(ii)](9) of
the Series 2009-1 Supplement as described above.  The Series 2009-1 LOC Credit
Disbursement does not exceed the amount that is available to be drawn by the
Trustee under the Series 2009-1 Letter of Credit on the date of this
certificate.


 


4.             The amount of the draft shall be
delivered pursuant to the following instructions:


 


[insert payment instructions (including payment date)
for wire to [The Bank of New York Mellon Trust Company, N.A.](10) as
Trustee].


 


5.             The Trustee acknowledges that,
pursuant to the terms of the Series 2009-1 Letter of Credit, upon the
Issuing Bank honoring the draft accompanying this certificate, the Series 2009-1
Letter of Credit Amount shall be automatically decreased by an amount equal to
such draft.


 






(6)          Use on any date that is prior to the Legal Final
Payment Date occurring during the period commencing on and including the date
of the filing by Hertz of a petition for relief under Chapter 11 of the
Bankruptcy Code to but excluding the date on which Hertz shall have resumed
making all payments of Monthly Variable Rent required to be made under the HVF
Lease


 


(7)          Use in case of a Series 2009-1 Lease Principal
Payment Deficit on any Payment Date and the Series 2009-1 Cash Collateral
Account has been established and funded.


 


(8)          Use reference to Section 3.3(d) of
the Series 2009-1 Supplement in case of a Series 2009-1 Lease
Interest Payment Deficit and/or Section 3.5(b)(ii) of the Series 2009-1
Supplement in case of a Series 2009-1 Lease Principal Payment Deficit.


 


(9)          Use reference to Section 3.3(d) of
the Series 2009-1 Supplement in case of a Series 2009-1 Lease
Interest Payment Deficit and/or Section 3.5(b)(ii) of the Series 2009-1
Supplement in case of a Series 2009-1 Lease Principal Payment Deficit.


 


(10)    See footnote 1 above.


 


A-3

















 


IN
WITNESS WHEREOF, the Trustee has executed and delivered this certificate on
this             day of
                ,       .


 


	
   

  	
  [THE BANK OF NEW YORK
  MELLON 

  TRUST COMPANY, N.A.](11),

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Title:

  



 






(11)         See footnote 1 above.


 


A-4

















 


ANNEX B


 


CERTIFICATE OF UNPAID DEMAND NOTE DEMAND


 


[Issuing Bank’s Address]


 


Attention:  [Global Loan Operations, Standby Letter of
Credit Unit]


 


Certificate
of Unpaid Demand Note Demand under the Irrevocable Letter of Credit No. [                         
] (the “Series 2009-1 Letter of Credit”), dated September [  ], 2009, issued by
[                            ],
as the Issuing Bank, in favor of the Trustee. 
Capitalized terms not otherwise defined herein shall have the meanings
assigned thereto in the Series 2009-1 Letter of Credit or, if not defined
therein, the Series 2009-1 Supplement (as defined in the Series 2009-1
Letter of Credit).


 


The
undersigned, a duly authorized officer of the Trustee, hereby certifies to the
Issuing Bank as follows:


 


1.             [The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.)](1)
is the Trustee under the Series 2009-1 Supplement referred to in the Series 2009-1
Letter of Credit.


 


2.             As of the date of this certificate,
there exists an amount due and payable by The Hertz Corporation (“Hertz”) under the Demand
Note (the “Demand Note”) issued by Hertz to HVF and pledged to the
Trustee under the Series 2009-1 Supplement which amount has not been paid
(or the Trustee has failed to make a demand for payment under the Demand Note
in such amount due to the occurrence of an Event of Bankruptcy as defined in
Schedule 1 to the Base Indenture (or the occurrence of an event described in
clause (a) of the definition thereof, without the lapse of a period of 60
consecutive days) with respect to Hertz) and, pursuant to Section 3.5(b)(iv) of
the Series 2009-1 Supplement, an amount equal to the Issuing Bank’s Pro
Rata Share


 


[of the lesser of (i) the amount that Hertz
failed to pay under the Series 2009-1 Demand Note (or the amount that the
Trustee failed to demand for payment thereunder); and (ii) the Series 2009-1
Letter of Credit Amount as of the date hereof;](2)


 






(1)          If Trustee under the Series 2009-1 Letter of
Credit is other than The Bank of New York Mellon Trust Company, N.A., the name
of such other Trustee is to be inserted.


 


(2)          Use on any Business Day if no Series 2009-1 Cash
Collateral Account has been established and funded as of such date.


 


B-1






 










 


[of the product of (x) 100% minus the Series 2009-1
Cash Collateral Account Percentage and (y) the lesser of (i) the
amount that Hertz failed to pay under the Series 2009-1 Demand Note (or
the amount that the Trustee failed to demand for payment thereunder); and (ii) the
Series 2009-1 Letter of Credit Amount as of the date hereof;](3)


 


has
been allocated to making a drawing on the Series 2009-1 Letter of Credit.


 


3.             Pursuant to Section[s]
[3.5(b)(iv)] [3.5(c)(iii)](4) of the Series 2009-1 Supplement, the Trustee
is making a drawing under the Series 2009-1 Letter of Credit in an amount
equal to $                                  ,
which amount is a Series 2009-1 LOC Unpaid Demand Note Disbursement (the “Series 2009-1
LOC Unpaid Demand Note Disbursement”) and is equal to the amount allocated
to making a drawing on the Series 2009-1 Letter of Credit under Section[s] [3.5(b)(iv)] [3.5(c)(iii)](5)  of the Series 2009-1
Supplement as described above.  The Series 2009-1
LOC Unpaid Demand Note Disbursement does not exceed the amount that is
available to be drawn by the Trustee under the Series 2009-1 Letter of
Credit on the date of this certificate.


 


4.             The amount of the draft shall be
delivered pursuant to the following instructions:


 


[insert payment instructions (including payment date)
for wire to [The Bank of New York Mellon Trust Company, N.A.](6) as Trustee].


 


5.             The Trustee acknowledges that,
pursuant to the terms of the Series 2009-1 Letter of Credit, upon the
Issuing Bank honoring the draft accompanying this certificate, the Series 2009-1
Letter of Credit Amount shall be automatically decreased by an amount equal to
such draft.


 






(3)                                      Use on any Business Day if the Series 2009-1
Cash Collateral Account has been established and funded as of such date.


 


(4)                                      Use reference to Section 3.5(b)(iv) of
the Series 2009-1 Supplement on any Business Day other than a Business Day
immediately preceding a Legal Final Payment Date and Section 3.5(c)(iii) of
the Series 2009-1 Supplement on the Business Day immediately preceding the
Legal Final Payment Date.


 


(5)                                      Use reference to Section 3.5(b)(iv) of
the Series 2009-1 Supplement on any Business Day other than a Business Day
immediately preceding a Legal Final Payment Date and Section 3.5(c)(iii) of
the Series 2009-1 Supplement on the Business Day immediately preceding the
Legal Final Payment Date.


 


(6)                                      See footnote 1 above.


 


B-2

















 


IN
WITNESS WHEREOF, the Trustee has executed and delivered this certificate on
this             day
of               ,       .


 


 


	
   

  	
  [THE
  BANK OF NEW YORK MELLON

  
	
   

  	
  TRUST
  COMPANY, N.A.](7),

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Title:

  



 






(7)             See footnote 1 above.


 


B-3

















 


ANNEX C


 


CERTIFICATE OF PREFERENCE PAYMENT DEMAND


 


[Issuing Bank’s Address]


 


Attention:  [Global Loan Operations, Standby Letter of
Credit Unit]


 


Certificate
of Preference Payment Demand under the Irrevocable Letter of Credit No. [                        ]
(the “Series 2009-1 Letter of Credit”), dated September [  ], 2009, issued
by[                              ],
as the Issuing Bank, in favor of the Trustee. 
Capitalized terms not otherwise defined herein shall have the meanings
assigned thereto in the Series 2009-1 Letter of Credit or, if not defined
therein, the Series 2009-1 Supplement (as defined in the Series 2009-1
Letter of Credit).


 


The
undersigned, a duly authorized officer of the Trustee, hereby certifies to the
Issuing Bank as follows:


 


1.             [The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.)](1)
is the Trustee under the Series 2009-1 Supplement referred to in the Series 2009-1
Letter of Credit.


 


2.             The Trustee has received a
certified copy of the final non-appealable order of the applicable bankruptcy
court requiring the return of a Preference Amount.


 


4.             Pursuant to Section [3.5(b)(iv)][3.5(c)(iii)](2)
of the Series 2009-1 Supplement, an amount equal to the Issuing Bank’s Pro
Rata Share of [the lesser of (i) the Preference Amount referred to above
and (ii) the Series 2009-1 Letter of Credit Liquidity Amount as of
the date hereof](3) [the product of (x) 100% minus the Series 2009-1
Cash Collateral Percentage and (y) the lesser of (i) the Preference
Amount referred to 


 






(1)                                  If Trustee under the Series 2009-1
Letter of Credit is other than The Bank of New York Mellon Trust Company, N.A.,
the name of such other Trustee is to be inserted.


 


(2)                                  Use reference to Section 3.5(b)(iv) of
the Series 2009-1 Supplement on any Business Day other than a Business Day
immediately preceding a Legal Final Payment Date and Section 3.5(c)(iii) of
the Series 2009-1 on the Business Day immediately preceding the Legal
Final Payment Date.


 


(3)                                  Use if no Series 2009-1 Cash
Collateral Account has been established and funded as of such date.


 


C-1

















 


above and (ii) the Series 2009-1 Letter of
Credit Liquidity Amount as of the date hereof](4) has been allocated to making
a drawing under the Series 2009-1 Letter of Credit.


 


5.             Pursuant to [Section 3.5(b)(iv) )][3.5(c)(iii)](5)
of the Series 2009-1 Supplement, the Trustee is making a drawing in the
amount of
$                        
which amount is a Series 2009-1 LOC Preference Payment Disbursement (the “Series 2009-1
LOC Preference Payment Disbursement”) and is equal to the amount
allocated to making a drawing on the Series 2009-1 Letter of Credit under
such [Section 3.5(b)(iv) )][3.5(c)(iii)](6) of the Series 2009-1
Supplement as described above.  The Series 2009-1 LOC Preference
Payment Disbursement does not exceed the amount that is available to be drawn by the Trustee
under the Series 2009-1 Letter of Credit on the date of this certificate.


 


6.             The amount of the draft shall be
delivered pursuant to the following instructions:


 


[insert payment instructions (including payment date)
for wire to [The Bank of New York Mellon Trust Company, N.A.](7) as Trustee]


 


7.             The Trustee acknowledges that,
pursuant to the terms of the Series 2009-1 Letter of Credit, upon the
Issuing Bank honoring the draft accompanying this certificate, the Series 2009-1
Letter of Credit Amount shall be automatically decreased by an amount equal to
such draft.


 






(4)           Use
if the Series 2009-1 Cash Collateral Account has been established and
funded as of such date.


 


(5)           Use reference to Section 3.5(b)(iv) of
the Series 2009-1 Supplement on any Business Day other than a Business Day
immediately preceding a Legal Final Payment Date and Section 3.5(c)(iii) of
the Series 2009-1 Supplement on the Business Day immediately preceding the
Legal Final Payment Date.


 


(6)           Use reference to Section 3.5(b)(iv) of
the Series 2009-1 Supplement on any Business Day other than a Business Day
immediately preceding a Legal Final Payment Date and Section 3.5(c)(iii) of
the Series 2009-1 Supplement on the Business Day immediately preceding the
Legal Final Payment Date.


 


(7)           See footnote 1 above.


 


C-2

















 


IN
WITNESS WHEREOF, the Trustee has executed and delivered this certificate on
this           day of            ,           .


 


	
   

  	
  [THE BANK OF NEW YORK 

  MELLON TRUST COMPANY, N.A.],(8)

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 






(8)           See footnote 1 above.


 


C-3

















 


ANNEX D


 


CERTIFICATE OF TERMINATION DEMAND


 


[Issuing Bank’s Address]


 


Attention:  [Global Loan
Operations, Standby Letter of Credit Unit]


 


Certificate
of Termination Demand under the Irrevocable Letter of Credit No. [                        ]
(the “Series 2009-1 Letter of Credit”), dated September [  ], 2009, issued by [             ], as the Issuing Bank, in favor of the Trustee.  Capitalized terms not otherwise defined
herein shall have the meanings assigned thereto in the Series 2009-1
Letter of Credit Agreement or, if not defined therein, the Series 2009-1
Supplement (as defined in the Series 2009-1 Letter of Credit).


 


The
undersigned, a duly authorized officer of the Trustee, hereby certifies to the
Issuing Bank as follows:


 


1.             [The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.)](1)
is the Trustee under the Series 2009-1 Supplement referred to in the Series 2009-1
Letter of Credit.


 


2.             [Pursuant
to Section 3.9(b) of the Series 2009-1 Supplement, an
amount equal to the Issuing Bank’s Pro Rata Share of the lesser of (x) the greatest of (A) the
excess, if any, of the Series 2009-1 Required Enhancement Amount over the Series 2009-1
Adjusted Enhancement Amount, excluding the Series 2009-1 Letter of Credit
but taking into account any substitute Series 2009-1 Letter of Credit
which has been obtained from a Series 2009-1 Eligible Letter of Credit
Provider and is in full force and effect on such date, (B) the excess, if
any, of the Series 2009-1 Required Liquidity Amount over the Series 2009-1
Adjusted Liquidity Amount, excluding the Series 2009-1 Letter of Credit
but taking into account each substitute Series 2009-1 Letter of Credit
which has been obtained from a Series 2009-1 Eligible Letter of Credit
Provider and is in full force and effect on such date, and (C) the excess,
if any, of the Series 2009-1 Demand Note Payment Amount over the Series 2009-1
Letter of Credit Liquidity Amount, excluding the Series 2009-1 Letter of
Credit but taking into account each substitute Series 2009-1 Letter of
Credit which has been obtained from a Series 2009-1 Eligible Letter of
Credit Provider, and is in full force and effect on such date, and (y) the
amount available to be 


 






(1)           If Trustee under the
Series 2009-1 Letter of Credit is other than The Bank of New York Mellon
Trust Company, N.A., the name of such other Trustee is to be inserted.


 


D-1

















 


drawn on the expiring Series 2009-1 Letter of
Credit on such date has been allocated to making a drawing under the Series 2009-1
Letter of Credit.](2)


 


[The Trustee has not
received the notice required from the Administrator pursuant to Section 3.9(b) of
the Series 2009-1 Supplement on or prior to the date that is fifteen
(15) Business Days prior to each Series 2009-1 Letter of Credit Expiration
Date.  As such, pursuant to such Section 3.9(b) of
the Series 2009-1 Supplement, the Trustee is making a drawing for the full
amount of the Series 2009-1 Letter of Credit.]  (3)


 


[Pursuant to Section 3.9(c) of
the Series 2009-1 Supplement, an amount equal to  the lesser of (i) the greatest of (A) the excess, if any,
of the Series 2009-1 Required Enhancement Amount over the Series 2009-1
Adjusted Enhancement Amount, excluding the available amount under the Series 2009-1
Letter of Credit, on such date, (B) the excess, if any, of the Series 2009-1
Required Liquidity Amount over the Series 2009-1 Adjusted Liquidity
Amount, excluding the available amount under the Series 2009-1 Letter of
Credit, on such date, and (C) the excess, if any, of the Series 2009-1
Demand Note Payment Amount over the Series 2009-1 Letter of Credit
Liquidity Amount, excluding the available amount under the Series 2009-1
Letter of Credit, on such date, and (ii) the amount available to be drawn
on the Series 2009-1 Letter of Credit on such date has been allocated to
making a drawing under the Series 2009-1 Letter of Credit.]  (4)


 


3.             [Pursuant to Section [3.9(b)](5) [3.9(c)](6) of the Series 2009-1 Supplement,
the Trustee is making a drawing in the amount of $                         which
is a Series 2009-1 LOC Termination Disbursement (the “Series 2009-1
LOC Termination Disbursement”) and is equal to the amount allocated to
making a drawing on the Series 2009-1 Letter of Credit under such Section [3.9
(b)](7)  [3.9(c)](8) of the Series 2009-1 Supplement as
described above.  The Series 2009-1
LOC Termination Disbursement does not exceed the 


 






(2)           Use in case of an expiring Series 2009-1 Letter of
Credit.


 


(3)                                  Use if
Administrator does not provide the Trustee with notices required under Section 3.9(b) of
the Series 2009-1 Supplement with respect to an expiring Series 2009-1
Letter of Credit.


 


(4)           Use
in case of Issuing Bank being subject to a Series 2009-1 Downgrade Event.


 


(5)           Use
in case of an expiring Series 2009-1 Letter of Credit.


 


(6)           Use
in case of a Series 2009-1 Letter of Credit Provider being subject to a
Downgrade Event.


 


(7)           Use
in case of an expiring Series 2009-1 Letter of Credit.


 


(8)           Use
in case of a Series 2009-1 Letter of Credit Provider being subject to a
Downgrade Event.


 


D-2

















 


amount that is available to be drawn by the Trustee
under the Series 2009-1 Letter of Credit on the date of this certificate.


 


4.             The amount of the draft shall be
delivered pursuant to the following instructions:


 


[insert payment instructions (including payment date)
for wire to [The Bank of New York Mellon Trust Company, N.A.](9) as Trustee]


 






(9)           See
footnote 1 above.


 


D-3

















 


5.             The Trustee acknowledges that,
pursuant to the terms of the Series 2009-1 Letter of Credit, upon the
Issuing Bank honoring the draft accompanying this certificate, the Series 2009-1
Letter of Credit Amount shall be automatically reduced to zero and the Series 2009-1
Letter of Credit shall terminate and be immediately returned to the Issuing
Bank.


 


IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this         day
of        ,         .


 


	
   

  	
  [THE BANK OF NEW YORK
  MELLON

  TRUST COMPANY, N.A.],(10)

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Title:

  



 






(10)         See footnote 1 above.


 


D-4

















 


ANNEX E


 


CERTIFICATE OF REINSTATEMENT

OF LETTER OF CREDIT AMOUNT


 


[Issuing Bank’s Address]


 


Attention:  [Global Loan Operations, Standby Letter of
Credit Unit]


 


Certificate
of Reinstatement of Letter of Credit Amount under the Irrevocable Letter of
Credit No. [                      ]
(the “Series 2009-1 Letter of Credit”), dated September [  ], 2009, issued by
[                           
], as the Issuing Bank, in favor of [The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York Trust Company, N.A.), a New York
banking corporation](1), as Trustee (in such capacity, the “Trustee”)
under the Series 2009-1 Supplement and the Base Indenture.  Capitalized terms not otherwise defined
herein shall have the meanings assigned thereto in the Series 2009-1
Letter of Credit.


 


The
undersigned, a duly authorized officer of The Hertz Corporation (“Hertz”),
hereby certifies to the Issuing Bank as follows:


 


1.             As of the date of this certificate,
the Issuing Bank has been reimbursed by Hertz in the amount of $[         ]
(the “Reimbursement Amount”) in respect of the [Credit Demand] [Unpaid
Demand Note Demand] made on            ,
              .


 


2.             The Reimbursement Amount was paid
to the Issuing Bank prior to payment in full of the Series 2009-1 Notes
(as defined in the Series 2009-1 Supplement).


 


3.             Hertz hereby notifies you that,
pursuant to the terms and conditions of the Series 2009-1 Letter of
Credit, the Series 2009-1 Letter of Credit Amount of the Issuing Bank is
hereby reinstated in the amount of $[            ] so that the Series 2009-1
Letter of Credit Amount of the Issuing Bank after taking into account such
reinstatement is in amount equal to $[    ].


 


4.             As of the date of this certificate,
no Event of Bankruptcy with respect to Hertz has occurred and is
continuing.  “Event of Bankruptcy”
with respect to Hertz means (a) a case or other proceeding shall be
commenced, without the application or consent of Hertz, in any court, seeking
the liquidation, reorganization, debt arrangement, dissolution, winding up, or
composition or readjustment of debts of Hertz, the appointment of a trustee,
receiver, custodian, liquidator, assignee, sequestrator or the like


 


 






(1)           If the Trustee under the
Series 2009-1 Letter of Credit is other than The Bank of New York Mellon
Trust Company, N.A., the name of such other Trustee is to be inserted.


 


E-1














 


for Hertz or all or any substantial part of its
assets, or any similar action with respect to Hertz under any law relating to
bankruptcy, insolvency, reorganization, winding up or composition or adjustment
of debts, and any such case or proceeding shall continue undismissed, or
unstayed and in effect, for a period of 60 consecutive days; or an order for
relief in respect of Hertz shall be entered in an involuntary case under the
federal bankruptcy laws or any other similar law now or hereafter in effect; or
(b) Hertz shall commence a voluntary case or other proceeding under any
applicable bankruptcy, insolvency, reorganization, debt arrangement,
dissolution or other similar law now or hereafter in effect, or shall consent
to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) for Ford or for
any substantial part of its property, or shall make any general assignment for
the benefit of creditors; or (c) Hertz or its board of directors shall
vote to implement any of the actions set forth in the preceding clause (b).


 


IN WITNESS WHEREOF, Hertz has executed and
delivered this certificate on this
         day
of                          ,
            .


 


	
   

  	
  THE HERTZ CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
    Title:

  



 


E-2

















 


Acknowledged and Agreed:


 


The undersigned hereby acknowledges receipt of the
Reimbursement Amount (as defined above) in the amount set forth above and
agrees that the undersigned’s Series 2009-1 Letter of Credit Amount is in
an amount equal to
$                      
as of this            day of
                          ,
200     after taking into account the reinstatement of the Series 2009-1
Letter of Credit Amount by an amount equal to the Reimbursement Amount.


 


	
  [

  	
  ]

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


E-3

















 


ANNEX F


 


INSTRUCTION TO TRANSFER


 


[Issuing Bank’s Address]


 


Attention:              Standby Letter of Credit
Department


 


Re:          Irrevocable Letter of Credit No. [                   ]


 


Ladies and Gentlemen:


 


For
value received, the undersigned beneficiary hereby irrevocably transfers to:


 


	
   

  	
   

  	
   

  
	
   

  	
  [Name of
  Transferee]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Issuing Bank’s
  Address]

  	
   

  



 


all rights of the undersigned beneficiary to draw
under the above-captioned Letter of Credit (the “Series 2009-1 Letter
of Credit”) issued by the Issuing Bank named therein in favor of the
undersigned.  The transferee has
succeeded the undersigned as Trustee under the Base Indenture and the Series 2009-1
Supplement (as defined in the Series 2009-1 Letter of Credit).


 


By
this transfer, all rights of the undersigned beneficiary in the Series 2009-1
Letter of Credit are transferred to the transferee and the transferee shall
hereafter have the sole rights as beneficiary thereof; provided, however,
that no rights shall be deemed to have been transferred to the transferee until
such transfer complies with the requirements of the Series 2009-1 Letter
of Credit pertaining to transfers.


 


F-1

















 


The Series 2009-1
Letter of Credit is returned herewith and in accordance therewith we ask that
this transfer be effective and that the Issuing Bank transfer the Series 2009-1
Letter of Credit to our transferee and that the Issuing Bank endorse the Series 2009-1
Letter of Credit returned herewith in favor of the transferee or, if requested
by the transferee, issue a new irrevocable letter of credit in favor of the
transferee with provisions consistent with the Series 2009-1 Letter of
Credit.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.],(1)

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






(1)          If the Trustee under the Series 2009-1 Letter of
Credit is other than The Bank of New York Mellon Trust Company, N.A., the name
of such other Trustee is to be inserted.


 


F-2

















 


ANNEX G


 


NOTICE OF REDUCTION OF SERIES 2009-1 LETTER OF CREDIT
AMOUNT


 


[Issuing Bank’s Address]


 


Attention:  [Global Loan
Operations, Standby Letter of Credit Unit]


 


Notice
of Reduction of Series 2009-1 Letter of Credit Amount under the
Irrevocable Letter of Credit No. [                    ]
(the “Series 2009-1 Letter of Credit”), dated September [  ], 2009, issued by [                              ],
as the Issuing Bank, in favor of [The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York Trust Company, N.A.)](1), as the Trustee.  Capitalized terms not otherwise defined
herein shall have the meanings assigned thereto in the Series 2009-1
Letter of Credit.


 


The
undersigned, a duly authorized officer of the Trustee, hereby notifies the
Issuing Bank as follows:


 


1.             The Trustee has received a notice
pursuant to the Series 2009-1 Letter of Credit Agreement authorizing it to
request a reduction of the Series 2009-1 Letter of Credit Amount to $                    and
is delivering this notice in accordance with the terms of the Series 2009-1
Letter of Credit Agreement.


 


2.             The Issuing Bank acknowledges that
the aggregate maximum amount of the Series 2009-1 Letter of Credit is
reduced to $                              from
$                              pursuant
to and in accordance with the terms and provisions of the Series 2009-1
Letter of Credit and that the reference in the first paragraph of the Series 2009-1
Letter of Credit to “                    ($                    )”
is amended to read “                    ($                    ).


 


3.             This request, upon your
acknowledgment set forth below, shall constitute an amendment to the Series 2009-1
Letter of Credit and shall form an integral part thereof and confirms that all
other terms of the Series 2009-1 Letter of Credit remain unchanged.


 


4.             The Issuing Bank is requested to
execute and deliver its acknowledgment and agreement to this notice to the
Trustee in the manner provided in Section [2.1(a)] of the Series 2009-1
Letter of Credit Agreement.


 






(1)          If Trustee under the Series 2009-1 Letter of
Credit is other than The Bank of New York Mellon Trust Company, N.A., the name
of such other Trustee is to be inserted.


 


G-1

















 


IN
WITNESS WHEREOF, the Trustee has executed and delivered this certificate on
this                    day
of                    ,                    .


 


	
   

  	
  [THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.](2),

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  
	
  ACKNOWLEDGED

  	
   

  
	
  THIS                    DAY
  OF                    ,200     :

  	
   

  
	
   

  	
   

  
	
  [

  	
  ]

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 






(2)          See footnote 1 above.


 


G-2

















 


ANNEX H


 


NOTICE OF INCREASE OF SERIES 2009-1 LETTER OF CREDIT
AMOUNT


 


[The Bank of New York Mellon Trust Company, N.A.](1),


as
Trustee under the


Series 2009-1
Supplement


referred
to below


2 North LaSalle Street


Chicago, Illinois 60602


 


Attention:  Corporate Trust
Administration—Structured Finance


 


Notice of Increase of Series 2009-1 Letter of
Credit Amount under the Irrevocable Letter of Credit No. [                       
] (the “Series 2009-1 Letter of Credit”), dated September [  ], 2009, issued
by[                                 ],
as the Issuing Bank, in favor of [The Bank of New York Mellon Trust Company,
N.A. (formerly known
as The Bank of New York Trust Company, N.A.)](2), as the Trustee.  Capitalized terms not otherwise defined
herein shall have the meanings assigned thereto in the Series 2009-1
Letter of Credit.


 


The
undersigned, duly authorized officers of the Issuing Bank, hereby notify the
Trustee as follows:


 


1.             The Issuing Bank has received a
request from
[                          ]
to increase the Series 2009-1 Letter of Credit Amount by $                          ,
which increase shall not result in the Series 2009-1 Letter of Credit
Amount exceeding an amount equal to [                          ]
Dollars ($[                          ]).


 


2.             Upon your acknowledgment set forth
below, the aggregate maximum amount of the Series 2009-1 Letter of Credit
is increased to $                          from
$                          pursuant
to and in accordance with the terms and provisions of the Series 2009-1
Letter of Credit and that the reference in the first paragraph of the Series 2009-1
Letter of Credit to “                                                    ($                          )”
is amended to read “                                                    ($                          )”.


 


3.             This notice, upon your
acknowledgment set forth below, shall constitute an amendment to the Series 2009-1
Letter of Credit and shall form an integral part thereof and confirms that all
other terms of the Series 2009-1 Letter of Credit remain unchanged.


 






(1)          If Trustee under the Series 2009-1 Letter of
Credit is other than The Bank of New York Mellon Trust Company, N.A., the name
of such other Trustee is to be inserted.


 


(2)          See footnote 1 above.


 

















 


4.             The Trustee is requested to execute
and deliver its acknowledgment and acceptance to this notice to the Issuing
Bank, in the manner provided in Section 2.1(a) of the Series 2009-1
Letter of Credit Agreement.


 


IN
WITNESS WHEREOF, the Issuing Bank has executed and delivered this certificate
on this      day of                          ,                          .


 


	
   

  	
  [BANK]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED TO

  	
   

  
	
  THIS             
  DAY OF                          ,
  200    :

  	
   

  
	
   

  	
   

  
	
  [THE BANK OF NEW YORK

  	
   

  
	
  MELLON TRUST COMPANY, N.A.](3),

  	
   

  
	
     as Trustee

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
    Name:

  	
   

  
	
   

  	
    Title:

  	
   

  
					



 






(3)           See footnote 1
above.


 


2

















 


EXHIBIT C


TO SERIES
2009-1 SUPPLEMENT


 


FORM OF LEASE
PAYMENT


DEFICIT NOTICE


 


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


2 North LaSalle Street


Chicago, Illinois 60602


Attn:  Corporate Trust Administration—Structured
Finance


 


[                ]     , 200   


 


Ladies and Gentlemen:


 


This
Lease Payment Deficit Notice is delivered to you pursuant to Section 3.3(b) of
the Series 2009-1 Supplement, dated as of September 18, 2009, to the
Third Amended and Restated Base Indenture, dated as of September 18, 2009,
as amended, between Hertz Vehicle Financing LLC, as Issuer, and The Bank of New
York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust
Company, N.A.), as Trustee and Securities Intermediary, by The Hertz Corporation,
as Administrator.  Terms used herein have
the meanings provided in the Series 2009-1 Supplement.


 


Pursuant
to Section 3.3(b) of the Series 2009-1 Supplement, The Hertz
Corporation, in its capacity as Administrator under the Related Documents, hereby
provides notice of a Series 2009-1 Lease Payment Deficit in the amount of
$                   
(consisting of a Series 2009-1 Lease Interest Payment Deficit in the
amount of $                   
and a Series 2009-1 Lease Principal Payment Deficit in the amount of $                   ).


 


	
   

  	
  THE HERTZ CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


EXHIBIT D


TO


SERIES 2009-1 SUPPLEMENT


 


FORM OF
REDUCTION NOTICE REQUEST


SERIES 2009-1
LETTER OF CREDIT


 


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


as Trustee under the


Series 2009-1
Supplement


referred to below


2 North LaSalle Street


Chicago, Illinois 60602


 


Attention: Corporate Trust Administration—Structured
Finance


 


Request for reduction of the stated amount of the Series 2009-1
Letter of Credit under the Series 2009-1 Letter of Credit Agreement, dated
as of [                   
], (as amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof as of the date hereof, the “Letter of
Credit Agreement”), between The Hertz Corporation (“Hertz”) and [                   
], as the Issuing Bank.


 


The undersigned, duly authorized officers of Hertz,
hereby certify to The Bank of New York Mellon Trust Company, N.A. (formerly
known as The Bank of New York Trust Company, N.A.), in its capacity as the
Trustee (the “Trustee”) under the Series 2009-1 Supplement referred
to in the Letter of Credit Agreement (the “Series 2009-1 Supplement”)
as follows:


 


1.     The Series 2009-1
Letter of Credit  Amount and the Series 2009-1
Letter of Credit Liquidity Amount as of the date of this request prior to
giving effect to the reduction of the stated amount of the Series 2009-1
Letter of Credit requested in paragraph 2 of this request are $                   
 and $                   ,
respectively.


 


2.     The
Trustee is hereby requested pursuant to Section 3.9(d) of the Series 2009-1
Series Supplement to execute and deliver to the Series 2009-1 Letter
of Credit Provider a Notice of Reduction substantially in the form of Annex G
to the Series 2009-1 Letter of Credit (the “Notice of Reduction”)
for a reduction (the “Reduction”) in the stated amount of the Series 2009-1
Letter of Credit by an amount equal to
$                   .
The Trustee is requested to execute and deliver the Notice of Reduction
promptly following its receipt of this request, and in no event more than two (2) Business
Days following the date of its receipt of this request (as required pursuant to
Section 3.9(d) of the Series 2009-1 Series Supplement), and
to provide for the reduction pursuant to the Notice of Reduction to be as of
               ,
      . The undersigned understands that the
Trustee will be relying on the contents hereof. 
The undersigned further understands that the Trustee shall not be liable
to the undersigned for any failure to transmit (or any


 














 


delay in transmitting) the Notice of Reduction
(including any fees and expenses attributable to the stated amount of the Series 2009-1
Letter of Credit not being reduced in accordance with this paragraph) to the
extent such failure (or delay) does not result from the gross negligence or
willful misconduct of the Trustee.


 


3.             To the best of the knowledge of the
undersigned, the Series 2009-1 Letter of Credit Amount and the Series 2009-1
Letter of Credit Liquidity Amount will be
$                   
and $                   ,
respectively, as of the date of the reduction (immediately after giving effect
to such reduction) requested in paragraph 2 of this request.


 


4.             The undersigned acknowledges and
agrees that each of (a) the execution and delivery of this request by the
undersigned, (b) the execution and delivery by the Trustee of a Notice of
Reduction of the stated amount of the Series 2009-1 Letter of Credit,
substantially in the form of Annex G to the Series 2009-1 Letter of
Credit, and (c) the Series 2009-1 Letter of Credit Provider’s
acknowledgment of such notice constitutes a representation and warranty to the Series 2009-1
Letter of Credit Provider and the Trustee (i) by the undersigned that each
of the statements set forth in the Series 2009-1 Letter of Credit
Agreement is true and correct and (ii) by the undersigned, in its capacity
as Administrator under the Series 2009-1 Supplement, that (A) the Series 2009-1
Adjusted Enhancement Amount will equal or exceed the Series 2009-1
Required Enhancement Amount, (B) the Series 2009-1 Adjusted Liquidity
Amount will equal or exceed the Series 2009-1 Required Liquidity Amount
and (C) the Series 2009-1 Letter of Credit Liquidity Amount will
equal or exceed the Series 2009-1 Demand Note Payment Amount.


 


5.             The undersigned agrees that if on
or prior to the date as of which the stated amount of the Series 2009-1
Letter of Credit is reduced by the amount set forth in paragraph 2 of this
request the undersigned obtains knowledge that any of the statements set forth
in this request is not true and correct or will not be true and correct after
giving effect to such reduction, the undersigned shall immediately so notify
the Series 2009-1 Letter of Credit Provider and the Trustee by telephone
and in writing by telefacsimile in the manner provided in the Letter of Credit
Agreement and the request set forth herein to reduce the stated amount of the Series 2009-1
Letter of Credit shall be deemed canceled upon receipt by the Series 2009-1
Letter of Credit Provider of such notice in writing.


 


6.             Capitalized terms used herein and
not defined herein have the meanings set forth in the Series 2009-1
Supplement.


 


2

















 


IN
WITNESS WHEREOF, The Hertz Corporation has executed and delivered this request
on this        day of
               ,
      .


 


	
  THE HERTZ CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


3

















 


EXHIBIT E


TO


SERIES 2009-1 SUPPLEMENT


 


FORM OF
PURCHASER’S LETTER


 


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


as Registrar


2 North LaSalle Street


Chicago, Illinois 60602


Attention: Corporate Trust Administration—Structured
Finance


 


Re:            Hertz Vehicle Financing LLC

Series 2009-1 Rental Car Asset Backed Notes


 


Reference
is made to the Series 2009-1 Supplement, dated as of September [15,]
2009 (as from time to time amended, supplemented or otherwise modified in
accordance with the terms thereof, the “Series 2009-1 Supplement”),
between Hertz Vehicle Financing LLC, as Issuer (“HVF”), and The Bank of
New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.), as trustee (the “Trustee”), to the Third Amended
and Restated Base Indenture, dated as of September 18, 2009 (as from time
to time amended, supplemented or otherwise modified in accordance with the
terms thereof, the “Base Indenture”), between HVF and the Trustee.  Capitalized terms used herein and not defined
herein shall have the meanings given to them in the Series 2009-1
Supplement.


 


In
connection with a proposed purchase of certain Series 2009-1 Notes from [                         ]
by the undersigned, the undersigned hereby represents and warrants
that:


 


(1)           it
has had an opportunity to discuss HVF’s and the Administrator’s business,
management and financial affairs, and the terms and conditions of the proposed
purchase, with HVF and the Administrator and their respective representatives;


 


(2)           it
is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act and has sufficient knowledge
and experience in financial and business matters to be capable of evaluating
the merits and risks of investing in, and is able and prepared to bear the
economic risk of investing in, the Series 2009-1 Notes;


 


(3)           it
is purchasing the Series 2009-1 Notes for its own account, or for the
account of one or more “accredited investors” within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act that meet
the criteria described in subsection (b) and for which it is acting
with complete 


 

















 


investment discretion, for investment purposes only and not with a view
to distribution, subject, nevertheless, to the understanding that the
disposition of its property shall at all times be and remain within its
control;


 


(4)           it
understands that the Series 2009-1 Notes have not been and will not be
registered or qualified under the Securities Act or any applicable state
securities laws or the securities laws of any other jurisdiction and is being
offered only in a transaction not involving any public offering within the
meaning of the Securities Act and may not be resold or otherwise transferred
unless so registered or qualified or unless an exemption from registration or
qualification is available, that HVF is not required to register the Series 2009-1
Notes, and that any transfer must comply with provisions of Section 2.8 of
the Base Indenture;


 


(5)           it
understands that the Series 2009-1 Notes will bear the legend set out in
the form of Series 2009-1 Notes attached as Exhibit A to the Series 2009-1
Supplement and be subject to the restrictions on transfer described in such
legend;


 


(6)           it
will comply with all applicable federal and state securities laws in connection
with any subsequent resale of the Series 2009-1 Notes;


 


(7)           it
understands that the Series 2009-1 Notes may be offered, resold, pledged
or otherwise transferred only with HVF’s prior written consent, which consent
shall not be unreasonably withheld, and only (A) to HVF, (B) in a
transaction meeting the requirements of Rule 144A under the Securities
Act, (C) outside the United States to a foreign person in a transaction
meeting the requirements of Regulation S under the Securities Act, or (D) in
a transaction complying with or exempt from the registration requirements of
the Securities Act and in accordance with any applicable securities laws of any
state of the United States or any other jurisdiction; notwithstanding the
foregoing, it is hereby understood and agreed by HVF that (i) in the case
of each Investor Group with respect to which there is a Conduit Investor, the Series 2009-1
Notes will be pledged by each Conduit Investor pursuant to its related
commercial paper program documents, and the Series 2009-1 Notes, or
interests therein, may be sold, transferred or pledged to the related Committed
Note Purchaser or any Program Support Provider or any Affiliate of its related
Committed Note Purchaser or any Program Support Provider or, any commercial
paper conduit administered by its related Committed Note Purchaser or any
Program Support Provider or any affiliate of its related Committed Note
Purchaser or any Program Support Provider and (ii) in the case of each
Investor Group, the Series 2009-1 Notes, or interests therein, may be
sold, transferred or pledged to the related Committed Note Purchaser or any
Program Support Provider or any affiliate of its related Committed Note
Purchaser or any Program Support Provider or, any commercial paper conduit
administered by its related Committed Note Purchaser or any Program Support
Provider or any affiliate of its related Committed Note Purchaser or any
Program Support Provider;


 


2

















 


(8)           if
it desires to offer, sell or otherwise transfer, pledge or hypothecate the Series 2009-1
Notes as described in clause (B) or (D) of Section 6.03(g) of the Series 2009-1 Note Purchase
Agreement, and such sale, transfer or pledge does not fall within the “notwithstanding
the foregoing” provision of Section 6.03(g) of the Series 2009-1 Note Purchase
Agreement, the transferee of the Series 2009-1 Notes will be required to
deliver a certificate, as described in the Series 2009-1 Supplement, that
an exemption from the registration requirements of the Securities Act applies
to such offer, sale, transfer or hypothecation. 
Upon original issuance thereof, and until such time as the same may no
longer be required under the applicable requirements of the Securities Act, the
certificate evidencing the Series 2009-1 Notes (and all securities issued
in exchange therefor or substitution thereof) shall bear a legend substantially
in the form set forth in the Series 2009-1 Notes included as an exhibit to
the Series 2009-1 Supplement.  The
undersigned understands that the registrar and transfer agent for the Series 2009-1
Notes will not be required to accept for registration of transfer the Series 2009-1
Notes acquired by it, except upon presentation of an executed letter in the
form required by the Series 2009-1 Supplement; and


 


(9)           it will obtain from any purchaser of the Series 2009-1
Notes substantially the same representations and warranties contained in the
foregoing paragraphs.


 


This
certificate and the statements contained herein are made for your benefit and
for the benefit of HVF.


 


	
   

  	
  [

  	
  ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:                         

  	
   

  	
   

  
	
   

  	
   

  
	
  cc: Hertz Vehicle
  Financing LLC

  	
   

  
					



 


3

















 


EXHIBIT F-1


TO


SERIES 2009-1 SUPPLEMENT


 


FORM OF
MONTHLY NOTEHOLDERS’ STATEMENT


 










 


HERTZ VEHICLE FINANCING LLC


 


$[                      ]
Series 2009-1 Variable Funding Rental Car Asset Backed Notes


 






 


The
undersigned, Authorized Officers of The Hertz Corporation (“Hertz”),
pursuant to each of (i) the Third Amended and Restated Master Motor Vehicle
Operating Lease and Servicing Agreement, dated as of September 18, 2009,
as amended (as such agreement may be further amended, supplemented, restated or
otherwise modified from time to time in accordance with its terms, the “HVF
Lease”) between Hertz Vehicle Financing LLC (“HVF”), as Lessor, and
Hertz, as Lessee and Servicer, (ii) the Second Amended and Restated
Administration Agreement, dated as of September 18, 2009 (as such
agreement may be amended, supplemented, restated or otherwise modified from time
to time in accordance with its terms, the “Administration Agreement”)
among HVF, The Bank of New York Mellon Trust Company, N.A. (formerly known as
The Bank of New York Trust Company, N.A.), and Hertz as Administrator and (iii) the
Third Amended and Restated Base Indenture, dated as of September 18, 2009,
as amended, between HVF and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee”) and securities intermediary, as supplemented by
the Series 2009-1 Supplement thereto, dated as of September 18, 2009
(as such supplement may be further amended, supplemented, restated or otherwise
modified from time to time in accordance with its terms, the “Series 2009-1
Supplement”) (as such agreement may be amended, supplemented, restated or
otherwise modified from time to time in accordance with its terms, the “Third
Amended and Restated Base Indenture”), do hereby certify to the best of
their knowledge after reasonable investigation that:


 


Unless
otherwise defined herein, capitalized terms used herein have the respective
meanings set forth in the Third Amended and Restated Base Indenture. This
statement is delivered pursuant to Section 1(a)(J) of the
Administration Agreement and Section 6.2 of the Series 2009-1
Supplement.


 


(a)           Hertz is the Servicer under the HVF
Lease and the Administrator under the Administration Agreement.


 


(b)           The undersigned are Authorized
Officers of Hertz.


 

















 


(c)           The date of this statement is a
Determination Date under the Third Amended and Restated Base Indenture. The
first Payment Date after the date of this statement is the “Applicable Payment
Date”.


 


(d)           The attached Schedule I
(including Annex A attached thereto) forms and constitutes an integral
part of this statement.


 


(e)           No event which constitutes an
Operating Lease Event of Default or Potential Operating Lease Event of Default
under the HVF Lease has occurred or is continuing as of the date hereof except
as follows: [set forth in detail the (i) nature of each such Operating
Lease Event of Default or Potential Operating Lease Event of Default, (ii) action
taken by the Lessee, if any, to remedy each such Operating Lease Event of
Default or Potential Operating Lease Event of Default and (iii) current
status of each such Operating Lease Event of Default or Potential Operating
Lease Event of Default]. [If applicable, insert “None”.]


 


(f)            [No Amortization Event or Potential
Amortization Event has occurred with respect to the Series 2009-1 Notes
during the Related Month] [An Amortization Event or Potential Amortization
Event with respect to the Series 2009-1 Notes did occur on
                    ].  [If applicable, set forth in detail the (i) nature
of such Amortization Event or Potential Amortization Event, (ii) action,
if any, taken by HVF to remedy such Amortization Event or Potential
Amortization Event, and (iii) current status of such Amortization Event or
Potential Amortization Event.]


 


IN
WITNESS WHEREOF, the undersigned have executed and delivered this certificate
this        day of
                    ,
      .


	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2

















 


EXHIBIT F-2


TO


SERIES 2009-1 SUPPLEMENT


 


FORM OF
WEEKLY NOTEHOLDERS’ STATEMENT


 










 


HERTZ VEHICLE FINANCING LLC


 


$[                            ]
Series 2009-1 Variable Funding Rental Car Asset Backed Notes


 






 


The
undersigned, Authorized Officers of [The Hertz Corporation (“Hertz”)]* [HVF]†, pursuant to each of (i) the Third
Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement,
dated as of September 18, 2009, as amended (as such agreement may be
further amended, supplemented, restated or otherwise modified from time to time
in accordance with its terms, the “HVF Lease”) between Hertz Vehicle
Financing LLC (“HVF”), as Lessor, and Hertz, as Lessee and Servicer, (ii) the
Second Amended and Restated Administration Agreement, dated as of September 18,
2009 (as such agreement may be amended, supplemented, restated or otherwise
modified from time to time in accordance with its terms, the “Administration
Agreement”) among HVF, The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), and Hertz as
Administrator and (iii) the Third Amended and Restated Base Indenture,
dated as of September 18, 2009, as amended, between HVF and The Bank of
New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and
securities intermediary, as supplemented by the Series 2009-1 Supplement
thereto, dated as of September 18, 2009 (as such supplement may be further
amended, supplemented, restated or otherwise modified from time to time in
accordance with its terms, the “Series 2009-1 Supplement”) (as such
agreement may be amended, supplemented, restated or otherwise modified from
time to time in accordance with its terms, the “Third Amended and Restated
Base Indenture”), do hereby certify to the best of their knowledge after
reasonable investigation that:


 


Unless
otherwise defined herein, capitalized terms used herein have the respective
meanings set forth in the Third Amended and Restated Base Indenture, or, if not
defined therein, in the Series 2009-1 Supplement. This statement is
delivered 


 






* Use if delivered by the Administrator.


 


† Use
if delivered by HVF


 

















 


[pursuant to Section 1(a)(J) of the Administration
Agreement]* [and] Section 6.2 of the Series 2009-1
Supplement.


 


(a)           Hertz is the Servicer under the HVF
Lease and the Administrator under the Administration Agreement.


 


(b)           The undersigned are Authorized
Officers of [Hertz]* [HVF]†.


 


(c)           The attached Schedule I
(including Annex A attached thereto) forms and constitutes an integral
part of this statement.


 


IN
WITNESS WHEREOF, the undersigned have executed and delivered this certificate
this        day of
                    ,
      .


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






* Use if delivered by the Administrator


 


† Use
if delivered by HVF


 


2

















 


EXHIBIT G-2


TO


SERIES 2009-1 SUPPLEMENT


 


FORM OF
DEMAND NOTICE


 


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


AS TRUSTEE


 


                         ,
20     


 


The Hertz Corporation 


225 Brae Boulevard


Park Ridge, NJ 07656


Attn: Treasury Department


 


This Demand Notice is being delivered to you pursuant
to [Section 3.5(b)(iii)] [Section 3.5(c)(ii)] of that
certain Series 2009-1 Supplement, dated as of September 18, 2009 (the “Series 2009-1
Supplement”), between Hertz Vehicle Financing LLC (“HVF”) and The
Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New
York Trust Company, N.A.), as Trustee (the “Trustee”).  Capitalized terms used but not defined in
this Demand Note shall have the respective meanings assigned to them in the Series 2009-1
Supplement.


 


Demand is hereby made for payment in the amount of $[               ]
in immediately available funds by wire transfer to the account set forth below:


 


Account bank:   [                    ]


 


Account name:   [                    ]


 


ABA routing number:  [                    ]


 


Reference:   [                    ]


 














EXHIBIT G-2


TO

SERIES 2009-1 SUPPLEMENT


 


FORM OF
SERIES 2009-1 DEMAND NOTE


 


	
  $[                  ]

  	
   

  	
  New
  York, New York

  
	
   

  	
   

  	
  September 18,
  2009

  



 


FOR VALUE RECEIVED, the
undersigned, THE HERTZ CORPORATION, a Delaware corporation (“Hertz”),
promises to pay to the order of HERTZ VEHICLE FINANCING LLC, a Delaware limited
liability company (“HVF”), on any date of demand (the “Demand Date”)
the principal sum of
$[                  ].


 


Definitions.  Capitalized terms used but not defined in
this Demand Note shall have the respective meanings assigned to them in the
Third Amended and Restated Base Indenture, dated as of September 18, 2009,
as amended (as the same may be further amended, supplemented, amended and
restated or otherwise modified from time to time in accordance with the terms
thereof, the “Base Indenture”), between HVF and The Bank of New York
Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust
Company, N.A.), a national banking association (in such capacity, the “Trustee”),
and the Series 2009-1 Supplement thereto dated as of September 18,
2009 (as the same may be amended, supplemented, amended and restated or
otherwise modified from time to time in accordance with the terms thereof, the “Series 2009-1
Supplement”) between HVF and the Trustee.


 


Principal Payment Date.  Any unpaid principal of this Demand Note
shall be paid on each Demand Date to the extent demand is made therefor.  No portion of the outstanding principal
amount of this Demand Note may be voluntarily prepaid.


 


Interest.  Interest shall be paid on each Payment Date
on the weighted average principal balance outstanding during the period from
and including the prior Payment Date, or in the case of the first Payment Date,
the date of this Demand Note, to but excluding such Payment Date (each such
period an “Interest Period”) at the Demand Note Rate.  Interest on the loan shall be calculated
based on the actual number of days elapsed in each Interest Period and a year
consisting of 360 days.  The “Demand Note
Rate” means the London Interbank Offered Rate (LIBOR) appearing on Reuters
Screen LIBOR01 (or on any successor or substitute page of such service or
any successor to or substitute for such screen, providing rate quotations
comparable to those currently provided on such page of such screen) at
approximately 11:00 a.m., London time, as the rate for dollar deposits
with a one-month maturity that is effective on the Payment Date.  The “Payment Date” means the 25th day of each
month, or if such date is not a Business Day, the next succeeding Business Day,
commencing on October 25, 2009.  “Business
Day” means any day other than a Saturday, Sunday or other day on which banks
are authorized or required by law to be closed in New York City, New York.  The maker and endorser waives presentment for
payment, protest and notice of dishonor and nonpayment of this Demand
Note.  The receipt of interest in advance
or the extension of time shall not relinquish or discharge any endorser of this
Demand Note.


 

















 


No Waiver, Amendment.  No failure or delay on the part of HVF in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or
right.  No amendment, modification or
waiver of, or consent with respect to, any provision of this Demand Note shall
in any event be effective unless (a) the same shall be in writing and
signed and delivered by each of Hertz, HVF and the Trustee and (b) all
consents required for such actions under any material contracts or agreements
of either Hertz or HVF shall have been received by the appropriate Persons.


 


Payments.  All payments shall be made in lawful money of
the United States of America by wire transfer in immediately available funds
and shall be applied first to fees and costs, including collection costs, if
any, next to interest and then to principal. 
Payments shall be made to the account designated in the written demand
for payment.


 


Collection Costs.  Hertz agrees to pay all costs of collection
of this Demand Note, including, without limitation, reasonable attorney’s fees,
paralegal’s fees and other legal costs (including court costs) incurred in
connection with consultation, arbitration and litigation (including trial,
appellate, administrative and bankruptcy proceedings), regardless of whether or
not suit is brought, and all other costs and expenses incurred by HVF or the
Trustee in exercising its rights and remedies hereunder.  Such costs of collection shall bear interest
at the Demand Note Rate until paid.


 


No Negotiation.  This Demand Note is not negotiable other than
to the Trustee for the benefit of the Series 2009-1 Noteholders pursuant
to the Series 2009-1 Supplement. 
The parties intend that this Demand Note will be pledged to the Trustee
for the benefit of the secured parties under the Series 2009-1 Supplement
and the other Related Documents and payments hereunder shall be made only to
said Trustee.


 


Reduction of Principal.  The principal amount of this Demand Note may
be reduced only in accordance with the provisions of the Series 2009-1
Supplement.


 


Governing Law.  THIS DEMAND NOTE HAS BEEN DELIVERED IN NEW
YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


Captions.  Paragraph captions used in this Demand Note
are provided solely for convenience of reference only and shall not affect the
meaning or interpretation of any provision this Demand Note.


 


 


	
   

  	
  THE HERTZ CORPORATION,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Scott Massengill

  
	
   

  	
   

  	
  Treasurer

  
					



 


3

















 


PAYMENT GRID


 


	
  Date

  	
   

  	
  Principal

  Amount

  	
   

  	
  Amount of 

  Principal

  Payment

  	
   

  	
  Outstanding

  Principal

  Balance

  	
   

  	
  Notation Made

  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















EXHIBIT H


TO


SERIES
2009-1 SUPPLEMENT


 


Form of Estimated Interest Adjustment Notice


 


THE HERTZ CORPORATION,

AS ADMINISTRATOR


 


	
  , 20   

  



 


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

2 North LaSalle Street

Chicago, IL 60602

Attn: Corporate Trust Administration—Structured Finance


 


ESTIMATED INTEREST ADJUSTMENT NOTICE


 


This notice is being
delivered to you pursuant to Section 3.3(a) of that certain Series 2009-1
Supplement, dated as of September 18,
2009 (the “Series 2009-1 Supplement”), between Hertz Vehicle
Financing LLC and The Bank of New York Mellon Trust Company, N.A. (formerly
known as The Bank of New York Trust Company, N.A.), as Trustee (the “Trustee”).  The undersigned, being an authorized officer
of The Hertz Corporation (the “Administrator”), as Administrator under
the Series 2009-1 Supplement, hereby notifies you that in respect of the [         ] Payment Date, the amount of
$                      
represents the amount of the adjustment required to be made to the amount of
the Series 2009-1 Adjusted Monthly Interest for the related Payment Date
as a result of the difference between the amount of Estimated Interest with
respect to the related Estimated Interest Period and the actual amount of Series 2009-1
Adjusted Monthly Interest that accrued during the Estimated Interest Period
which commenced on the immediately preceding Determination Date.


 


Capitalized terms used herein and not defined herein
shall have the meanings assigned to such terms in the Series 2009-1
Supplement.


 

















 


IN WITNESS WHEREOF, the
undersigned has executed this Certificate as an officer of the Servicer as of
the          day of
                        ,
20      .


 


 


 


	
   

  	
  THE HERTZ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
				



 


2